Westpac Capital Notes 8 Prospectus and Westpac Capital Notes 4 Reinvestment Offer Information

Issuer Date of this Prospectus Westpac Banking Corporation 17 August 2021 ABN 33 007 457 141

Arranger Joint Lead Managers Co-Managers Westpac Institutional Bank Westpac Institutional Bank Bell Potter Securities Limited ANZ Securities Limited Crestone Wealth Citigroup Global Markets Australia Pty Limited Management Limited Commonwealth Bank of Australia Morgans Financial Limited National Australia Bank Limited Ord Minnett Limited Shaw and Partners Limited

About this Prospectus Restrictions in foreign jurisdictions This Prospectus relates to the offer of Westpac Capital Notes 8 (“Notes”) at This Offer is being made in Australia only and this Prospectus does not an Issue Price of $100 each to raise approximately $1.0 billion with the ability constitute an offer in any jurisdiction in which, or to any person to whom, to raise more or less. it would not be lawful to make such an offer. No action has been taken to The Westpac Capital Notes 8 offered under this Prospectus are designated as register or qualify the Notes or the Offer or to otherwise permit a public Series 2021-1. offering of the Notes in any jurisdiction outside Australia. The distribution of this Prospectus (including an electronic copy) in jurisdictions outside This Prospectus is dated 17 August 2021 and was lodged with the Australian Australia may be restricted by law. Securities and Investments Commission (“ASIC”) on that date. ASIC and ASX Limited (“ASX”) take no responsibility for the content of this Prospectus You should read the foreign selling restrictions (including, in particular, the nor for the merits of the investment to which this Prospectus relates. This restrictions in the United States and on US Persons) in Section 7.13. If you Prospectus expires on the date which is 13 months after the date of this come into possession of this Prospectus in jurisdictions outside Australia, Prospectus (“Expiry Date”) and no Notes will be issued or transferred on the you should seek advice on, and observe, any such restrictions. If you fail basis of this Prospectus after the Expiry Date. to comply with such restrictions that failure may constitute a violation of applicable securities laws. Status of Westpac Capital Notes 8 Westpac Capital Notes 8 are fully paid, non-cumulative, convertible, Exposure period transferable, redeemable, subordinated1, perpetual, unsecured notes issued by The Corporations Act prohibits the acceptance of Applications during the Westpac. seven day period after the date this Prospectus was lodged with ASIC. This period is referred to as the “exposure period” and ASIC may extend this The Notes are not deposit liabilities or protected accounts of Westpac period by up to a further seven days (that is up to 14 days in total). The for the purposes of the Banking Act or Financial Claims Scheme and are purpose of the exposure period is to enable this Prospectus to be examined not subject to the depositor protection provisions of Australian banking by market participants before the Opening Date. legislation (including the Australian Government guarantee of certain bank deposits). How to access a Prospectus and Apply Investment-type products are subject to investment risk, including possible The Prospectus will be available via the Offer website at delays in payment and loss of income and principal invested. Except as westpac.com.au/westpaccapnotes8. required by law, and only to the extent so required, neither Westpac nor During the Offer Period: any other person in any way warrants or guarantees the capital value or • Eligible Westpac Capital Notes 4 Holders may apply for Notes by performance of the Notes, the performance of Westpac or any particular following the Reinvestment Application instructions via the Offer website rate of return on any investment made under this Prospectus. If a Capital at westpac.com.au/westpaccapnotes8; Trigger Event or Non-Viability Trigger Event occurs, Westpac will be required to Convert some or all of the Notes (or, where Conversion does not occur • Eligible Securityholders may apply for Notes by following the for any reason and Ordinary Shares are not issued for any reason by 5.00pm Securityholder Application instructions via the Offer website at on the fifth Business Day after the Capital Trigger Event Conversion Date westpac.com.au/westpaccapnotes8; and or Non-Viability Trigger Event Conversion Date (as the case may be), then: • Broker Firm Applicants can access a copy of this Prospectus, by (i) those Notes will not be Converted in respect of such Capital Trigger downloading an electronic copy at westpac.com.au/westpaccapnotes8 Event or Non-Viability Trigger Event (as the case may be) and will not be or from their Syndicate Broker. Converted, Redeemed or Transferred on any subsequent date; (ii) all rights in relation to those Notes will be terminated immediately on the Capital Trigger The Prospectus is only available electronically to persons accessing Event Conversion Date or Non-Viability Trigger Event Conversion Date and downloading it in Australia. If you access an electronic copy of this (as the case may be); and (iii) Holders will suffer loss as a consequence). Prospectus, you should ensure that you download and read the entire Prospectus. If Conversion occurs in these circumstances, Holders may (in the case of a Capital Trigger Event) and are likely to (in the case of a Non-Viability Trigger For information on who is eligible to apply for any Notes under the Offer and Event) receive Ordinary Shares that are worth significantly less than the Face how to make an Application – see Section 8 and the online Reinvestment Value of the Notes. If Holders receive Ordinary Shares worth less than the Application instructions, online Securityholder Application instructions or Face Value of the Notes, they will suffer loss as a consequence. contact your Syndicate Broker (as applicable).

Defined words and expressions No withdrawal of Application Some words and expressions used in this Prospectus are capitalised as You cannot withdraw your Application once it has been lodged, except as they have defined meanings. The Glossary in Appendix A and clause 16.2 of permitted under the Corporations Act. the Westpac Capital Notes 8 Terms in Appendix B define these words and expressions. Refunds A reference to time in this Prospectus is to Sydney time, unless otherwise If you are Allocated less than the number of Notes that you applied for, you stated. A reference to $, A$, dollars and cents is to Australian currency, unless will receive a refund as soon as possible after the Issue Date. If the Offer does otherwise stated. not proceed, any Application Payment you have made will be refunded to you. No interest will be payable on Application Payments. No representations other than in this Prospectus Trading in Westpac Capital Notes 8 You should rely only on information in this Prospectus. No person is authorised to provide any information or to make any representations in It is your responsibility to determine your Allocation before trading in Notes connection with the Offer which are not contained in this Prospectus. Any to avoid the risk of selling Notes you do not own. To assist you in determining information or representations not contained in this Prospectus may not be your Allocation before the receipt of your Holding Statement, you may call relied upon as having been authorised by Westpac in connection with the the Westpac Capital Notes 8 Information Line (Monday to Friday, 8.30am to Offer. 7.30pm, Sydney time) on 1300 660 106 (in Australia) and +61 1300 660 106 (outside Australia) if you are an Eligible Securityholder, or contact your Past performance information Syndicate Broker if you are a Broker Firm Applicant. If you sell Notes before you receive confirmation of your Allocation, you do so at your own risk. The financial information provided in this Prospectus is for information purposes only and is not a forecast of operating results to be expected Providing personal information in future periods. Past performance is not a reliable indication of future performance. You will be asked to provide personal information to Westpac (directly or via its agents, including the Registrar) if you apply for any Notes. See Section 7.14 This Prospectus does not provide investment advice – you should seek your for information on how Westpac (and its agents, including the Registrar on its own professional investment advice. behalf) collects, holds and uses this personal information. You can also obtain The information in this Prospectus is not investment advice and has a copy of Westpac’s privacy policy at westpac.com.au/privacy. been prepared without taking into account your investment objectives, financial situation and particular needs (including financial and taxation Incorporation by reference considerations) as an investor. You should consider the appropriateness Information contained in or accessible through the documents or websites of the Notes having regard to these factors before deciding to apply for mentioned in this Prospectus does not form part of this Prospectus unless any Notes. It is important that you read the entire Prospectus (including it is specifically stated that the document or website is incorporated by the investment risks described in Sections 1.5 and 5) and seek professional reference and forms part of this Prospectus. 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 4 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 7 8 APPENDIX A APPENDIX B 1 2 3 4 18 81 75 37 53 95 89 44 107 CAPITAL NOTES 8 NOTES CAPITAL Inside back cover Inside front cover Inside front WESTPAC WESTPAC Other information 8 Notes Capital Westpac Applying for About Westpac risks Investment tax summary Australian Investment overview Investment 8 Capital Notes about Westpac Information 4 Capital Notes Westpac for Offer Reinvestment Appendix B – Westpac Capital Notes 8 Terms Capital Notes Appendix B – Westpac Directory Corporate Appendix A – Glossary 7. 8. 6. 4. 5. 3. 1. 2. Guidance for retail investors retail for Guidance dates Key Important notices Important Table of contents of Table 2 WESTPAC CAPITAL NOTES 8

Guidance for retail investors

1. Read this • If you are considering applying for any Notes under the Offer, this Prospectus is Prospectus in important and should be read in its entirety (including the “Westpac Capital Notes 8 full Terms” in Appendix B). • You should have particular regard to the: – “Investment overview” in Section 1; – “Information about Westpac Capital Notes 8” in Section 2; – “Reinvestment Offer for Westpac Capital Notes 4” 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 8 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 professional other 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 moneysmart.gov.au.

3. Consider • Further guidance on investing in bank hybrid securities can be found on ASIC’s the ASIC MoneySmart website. You can find this guidance by searching “hybrid securities” at guidance moneysmart.gov.au or via a link at westpac.com.au/westpaccapnotes8. The guidance for retail includes a series of questions you should ask before you invest in hybrid securities to investors check your understanding of how hybrids work, their features and risks.

4. Learn more • Westpac’s Guide to Bank Hybrids, a web-based guide to help investors understand about some of the typical features and risks associated with an investment in bank hybrid investing in securities, is available at westpac.com.au/bankhybridguide. The Guide to Bank Hybrids bank hybrid provides a brief overview of hybrid investments, including how to invest in an Australian securities bank and the 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 information result, is subject to regular reporting and disclosure obligations under the Corporations about Act and the ASX Listing Rules. In addition, Westpac must notify ASX immediately Westpac and (subject to certain exceptions) if it becomes aware of information about Westpac that Westpac a reasonable person would expect to have a material effect on the price or value of its Capital securities, including the Notes. Notes 8 • Copies of documents lodged with ASIC can be obtained from, or inspected at, an ASIC office and Westpac’s ASX announcements may be viewed at 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 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 8 Information Line (Monday to Friday, 8.30am to 7.30pm, Sydney time) on 1300 660 106 (in Australia) and +61 1300 660 106 (outside Australia) (local call cost within Australia) or contact your financial adviser or other professional adviser. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 3 21 June 2030 21 June 2032 21 March 2030 21 March 17 August 2021 17 August 2021 17 August 10 August 2021 10 August 2021 10 August 25 August 2021 25 August 25 August 2021 25 August 2021 25 August 24 August 2021 August 24 8 December 2021 8 December 21 December 2029 21 December 21 December 2021 21 December 7 September 2021 7 September 2021 7 September 21 September 2029 21 September 13 December 2021 13 December 9 September 2021 9 September 9 September 2021 9 September 2021 9 September 10 December 2021 10 December 17 September 2021 17 September 15 September 2021 15 September 2021 15 September 2021 15 September 2021 15 September 15 September 2021 15 September 20 December 2021 20 December 2021 20 December 16 September 2021 16 September 22 September 2021 22 September 30 September 2021 30 September CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC 5 on Non-Participating on Non-Participating

5 5 5 or Transfer the Notes the Notes or Transfer 3 , Redeem 1 2

4 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 – see Section 2.2.3. Conditions the Scheduled Conversion of satisfaction is subject to on this date Shares Ordinary to of the Notes Conversion 4 Terms. Capital Notes in the Westpac conditions payment of the distribution satisfaction Subject to Expected date of redemption of Non-Participating Westpac Capital Notes 4 Capital Notes Westpac of Non-Participating of redemption date Expected Westpac Capital Notes 4 (7.00pm Sydney time) Sydney 4 (7.00pm Capital Notes Westpac 4 Distribution Capital Notes Final Westpac intended for date Payment 4 Capital Notes Westpac Record date for Second Pro-Rata Westpac Capital Notes 4 Distribution (7.00pm Sydney time) Sydney (7.00pm 4 Distribution Capital Notes Westpac Pro-Rata Second for date Record 4 Distribution Capital Notes Westpac Pro-Rata Second for date Payment 4 Capital Notes in Westpac of trading day Last on Non-Participating 4 Distribution Capital Notes Final Westpac intended for date Record Key dates for the Non-Participating Westpac Capital Notes 4 Notes Capital Westpac the Non-Participating for dates Key time) Sydney (7.00pm 4 Distribution Capital Notes Westpac Pro-Rata First for date Record 4 Distribution Capital Notes Westpac Pro-Rata First for date Payment Issue Date of Notes for the Reinvestment Offer the Reinvestment for of Notes Date Issue 4 Distribution Capital Notes Westpac Pro-Rata First for date Payment Record date for First Pro-Rata Westpac Capital Notes 4 Distribution (7.00pm Sydney time) Sydney (7.00pm 4 Distribution Capital Notes Westpac Pro-Rata First for date Record time) Sydney (6.00pm Offer the Reinvestment for Closing Date Capital Westpac 4 to Capital Notes Westpac of Participating of transfer date Expected Party 4 Nominated Notes Reinvestment Offer Record Date for determining Eligible Westpac Capital Notes 4 Holders Capital Notes Westpac Eligible determining for Date Record Offer Reinvestment time) Sydney (7.00pm Offer the Reinvestment for Opening Date Scheduled Conversion Date Scheduled Conversion Offer the Reinvestment for dates Key Option for Westpac to Convert to Westpac Option for Key dates for Westpac Capital Notes 8 Capital Notes Westpac for dates Key Distribution first for Date Record Date Payment Distribution First Issue Date of Notes Date Issue settlement trading of normal Commencement by dispatched Holding Statements Opening Date time) Sydney (6.00pm the Securityholder Offer for Closing Date time) Sydney (6.00pm Firm Offer the Broker for Closing Date Announcement of the Offer and lodgement of this Prospectus with ASIC this Prospectus and lodgement of of the Offer Announcement Bookbuild period commences of the Margin Announcement with ASIC Prospectus of replacement Lodgement Key dates for the Offer for dates Key time) Sydney (7.00pm Securityholders Eligible determining for date Record 2. 3. 4. 5. Note: 1. Except as otherwise specified in the Westpac Capital Notes 8 Terms, if any of these dates are not Business Days Days not Business are of these dates if any 8 Terms, Capital Notes specified in the Westpac as otherwise Except will occur then the event day, on that occur to is stipulated 8 Terms Capital Notes under the Westpac and an event Day. Business on the next discretion, close the Offer early or extend the Offer Period without notice. Westpac may also withdraw the Offer at at the Offer also withdraw may Westpac without notice. Period the Offer early or extend close the Offer discretion, do so as to encouraged are you Notes, any apply for wish to if you Accordingly, issued. are Notes time before any the Opening Date. after soon as possible Dates may change may Dates in their absolute Managers may, and the Joint Lead Westpac change. only and may indicative are dates These Key dates Key 4 WESTPAC CAPITAL NOTES 8

Investment overview

SECTION 1

This Section sets out:

1.1 Key features of the Offer and Westpac Capital Notes 8 1.2 Summary of the Distributions payable on Westpac Capital Notes 8 1.3 Summary of certain events which may affect what Holders of Westpac Capital Notes 8 receive and when they receive it 1.4 Ranking of Westpac Capital Notes 8 in a Winding Up 1.5 Key risks associated with an investment in Westpac Capital Notes 8 and Westpac 1.6 Comparison of the Westpac Capital Notes 8 with certain other Westpac investments or products 1.7 Structure of the Offer and how to apply for Westpac Capital Notes 8

– they offer Distributions which which Distributions offer – they – where such an event occurs (which occurs such an event – where – in the event of a Winding Up, if the Up, of a Winding – in the event – in certain circumstances, Westpac will be Westpac circumstances, – in certain – they are not guaranteed nor are they they nor are not guaranteed are – they – they do not have a fixed maturity date and date maturity a fixed not have do – they – the Issue Price ($100 per Note, which will also Note, ($100 per Price – the Issue are discretionary and unpaid Distributions do not do and unpaid Distributions discretionary are to right any have Holders will not accumulate. a Distribution; does not pay if Westpac compensation convertible Ordinary into the Notes Convert to or permitted required Shares; and transferable redeemable have been Converted into Ordinary Shares or otherwise Shares Ordinary into been Converted have and them terminated; to had the rights attaching Trigger Event Conversion Date or Non-Viability Trigger Trigger or Non-Viability Date Conversion Event Trigger the rights be), (as the case may Date Conversion Event will be terminated those Notes to of Holders attaching Conversion Event on the Capital Trigger immediately (as Date Conversion Event Trigger or Non-Viability Date of lose all the value and Holders will be), the case may will not receive and they in those Notes their investment or unpaid Distributions; compensation any subordinated not been Redeemed and have issue on still are Notes to or otherwise had the rights attaching or Converted, Shares, ahead of Ordinary will rank they them terminated, Ranking Capital Equal with and among themselves equally it is likely However, Securities and behind Senior Creditors. Event Trigger or Non-Viability Event a Capital Trigger that would Up and the Notes a Winding prior to occur would at the prevailing market price to realise your investment. investment. your realise to price market the prevailing at Value than the Face be less may price that However, be no liquid may there and (initially $100 per Note) in the Notes); market unsecured of Westpac accounts deposit liabilities or protected or Financial Claims Scheme under the Banking Act protection the depositor subject to not are and they banking legislation; of Australian provisions and Non-Viability Event a Capital Trigger subject to Event Trigger some significant losses), suffers Westpac includes where Ordinary into Converted be must or all of the Notes reason any for occur does not if Conversion or, Shares by reason any for not issued are Shares and Ordinary the Capital after Day on the fifth Business 5.00pm Westpac may be permitted to repay the Face Value Value the Face repay to be permitted may Westpac Holders or to Notes of the (initially $100 per Note) are party (but there a third to the Notes transfer of the Notes); on repayment significant restrictions perpetual or Converted if not Redeemed, indefinitely exist could your not receive would (in which case you Transferred on ASX Notes sell your may capital back, although you fully paid be paid to must of the Note) Value be the Initial Face issued; are the Notes before Westpac non-cumulative • • • • • • raise approximately $1.0 billion, with the ability to raise more more raise billion, with the ability to $1.0 approximately raise which is Offer, includes the Reinvestment Offer The or less. 4 Holders Capital Notes Eligible Westpac to a priority offer 4 in Capital Notes all or some of their Westpac reinvest to 8. Capital Notes the Westpac Banking Corporation Westpac 141. 457 ABN 33 007 8 are: Capital Notes Westpac • • Summary 8 to Capital Notes of Westpac the issue is for Offer The Investment overview Investment Key features of the Offer and Westpac Capital Notes 8 Notes Capital and Westpac Offer of the features Key Capital Notes 8 Capital Notes of Westpac of Westpac The issuer The The Offer The 1.1.2 1.1.3 Key features Topic 1.1.1 1.1 SECTION 1 SECTION 6 WESTPAC CAPITAL NOTES 8

SECTION 1 Investment overview

Topic Summary Further information

• listed – Westpac will apply for the Notes to be quoted on ASX and the Notes are expected to trade on ASX under the code WBCPK. The Westpac Capital Notes 8 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 4.1.5 and proceeds of which satisfies the regulatory capital requirements of APRA. 4.2.1 the Westpac The proceeds received under the Offer will be used by Capital Notes 8 Westpac for general business purposes.

1.2 Summary of the Distributions payable on Westpac Capital Notes 8

Topic Summary Further information

1.2.1 Distributions The Notes offer Holders quarterly, floating rate Distributions Section 2.1 payable on until the Notes are Converted at their full Face Value (or Westpac Capital Westpac terminated following a failure to Convert) or Redeemed. Notes 8 Terms Capital Notes 8 The Distribution Payment Dates are quarterly, being clause 3 21 March, 21 June, 21 September and 21 December of each year. The first Distribution is scheduled to be paid on 21 December 2021. The Distribution Rate is determined in accordance with the following formula: (3 month BBSW Rate + Margin) x (1 – Tax Rate1) The Margin is expected to be in the range of 2.90% to 3.10% per annum and will be determined at the end of the Bookbuild. Distributions are expected to be fully franked.

1.2.2 Distributions Payments of Distributions are within the absolute discretion Sections 2.1.1 and may not be paid on of Westpac, which means Westpac does not have to 2.1.9 to 2.1.11 Westpac Capital pay them. Distributions are also only payable if the other Westpac Capital Notes 8 Distribution Payment Conditions are satisfied. Notes 8 Terms Distributions are non-cumulative, which means that unpaid clauses 3.3, 3.4, 3.7 Distributions will not be made up or accumulate. Holders will and 3.8 not have any rights to compensation if Westpac does not pay Distributions. Failure to pay any Distribution is not an event of default2 and Holders have no right to apply for a Winding Up on the grounds of non-payment of a Distribution. If for any reason a Distribution has not been paid in full for a relevant Distribution Payment Date, then until a Distribution is paid in full on a subsequent Distribution Payment Date (or all Notes are Converted at their full 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 8 Terms do not include any events of default. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B

Regulatory Regulatory or Perpetual 2.2.3). You receive receive You Ordinary Shares Ordinary CAPITAL NOTES 8 NOTES CAPITAL Conversion Date Conversion Each Distribution Each Distribution 21 June 2032, then 21 June 2032, Conversion Date of Date Conversion Further information 2.6 Sections 2.2 to Capital Westpac 8 Terms Notes 8 clauses 4 to which the Scheduled Scheduled Conversion will occur on the first on the first will occur Distribution Payment Payment Distribution does not occur on the does not occur Scheduled Conversion Scheduled Conversion Conversion Conditions Conditions Conversion Date after that date on date that after Date Payment Date after the after Date Payment first possible Scheduled possible first first possible Scheduled possible first If are satisfied (see Section (see satisfied are Tax Event Event Tax if a occurs (or if Conversion if Conversion (or occurs WESTPAC WESTPAC

SCHEDULED CONVERSION DATE SCHEDULED CONVERSION You receive receive You Westpac’s option Westpac’s being satisfied being satisfied Ordinary Shares Ordinary Conversion Date Conversion at (see Section 2.2.3) (see Section possible Scheduled Scheduled possible 21 June 2032, the first the first 21 June 2032, Conversion Conditions Conditions Conversion Scheduled Conversion Scheduled Conversion subject to the Scheduled subject to Transfer Transfer Non-Viability Trigger Event Event Trigger Non-Viability

or 21 June 2030 2030 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 2.3 and 2.4) (see occurs 21 Tax Event or Regulatory Event or Regulatory Event Tax 2030 2030 March March Event Event Transfer the Face the Face Westpac Value from from Value You receive receive You Capital Trigger Event Event Capital Trigger Redemption 21 Capital Trigger Event or Non-Viability Trigger Event Trigger or Non-Viability Event Capital Trigger 2029 2029 (see Sections 2.3 and 2.4) (see Acquisition Event Acquisition December if a 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, on issue remain could the Notes that It is possible will (initially $100 per Note) Value and the Face indefinitely not be 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 8 Terms. Capital Notes Westpac Summary REDEEM OR TRANSFER 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 21 Shares Conversion, Redemption Conversion, Ordinary Ordinary 2029 2029 OPTION FOR WESTPAC TO CONVERT, CONVERT, TO WESTPAC OPTION FOR Conversion You receive receive You APRA approval) or APRA approval) Investment overview Investment September Westpac Capital Notes 8 receive and when they receive it receive when they and 8 receive Notes Capital Westpac Summary of certain events which may affect what Holders of Holders what affect may which events of certain Summary Events that that Events Automatic Conversion Automatic 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 2021, the 2021, 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 Issue Date Issue Notes 8 Notes Topic 1.3.1 the affect may Capital Westpac 15 September 15 September Automatic Conversion Conversion Automatic Conversion, Redemption Conversion, 1.3 SECTION 1 SECTION 8 WESTPAC CAPITAL NOTES 8

SECTION 1 Investment overview

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 receive? be provided information? to the event? to Holders?

Redemption 21 September Yes 3 Yes, Face Value Cash Sections 2.3.1 at Westpac's 2029, 21 before or (initially to 2.3.4 option December concurrently $100 per 2029, 21 with Note) plus a Westpac March 2030, Redemption4 Distribution5 Capital 21 June 2030 Notes 8 or if a Tax Terms Event or clause 7 Regulatory Event occurs

Transfer at 21 September No No Face Value Cash6 Sections 2.3.1 Westpac's 2029, 21 (initially and 2.3.5 option December $100 per 2029, 21 Note) plus a Westpac March 2030, Distribution5 Capital 21 June 2030 Notes 8 or if a Tax Terms Event or clause 8 Regulatory Event occurs

Conversion 21 September No Yes 7 Ordinary A variable Section 2.4 at Westpac's 2029, 21 Shares worth number of Westpac option December approximately Ordinary 2029, 21 $101.018 per Shares Capital March 2030, Note plus a plus a cash Notes 8 21 June 2030 Distribution5 Distribution5 Terms or if a Tax clauses 6 Event or and 9 Regulatory Event occurs

Scheduled 21 June 2032 No Yes 7 Ordinary A variable Section 2.2 Conversion Shares worth number of approximately Ordinary Westpac $101.018 per Shares Capital Note plus a plus a cash Notes 8 Distribution5 Distribution5 Terms 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 occurs approximately Ordinary 8 Capital Event $101.01 per Shares Note plus a plus a cash Notes 8 Distribution5 Distribution5 Terms clauses 5.9 and 9

Note: 3. Holders should not expect that APRA’s prior written 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. 1 2 3 4 5 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 Notes 8 Terms to clauses 5.1 5.8 and 9 CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC or unpaid Distributions. Non-Viability Non-Viability Event Trigger Conversion (as theDate case may thenbe), the rights of Holders attaching thoseto will beNotes terminated immediately on the Capital Event Trigger Conversion orDate Non-Viability Event Trigger Conversion (as theDate case may andbe) Holders will lose all of the of theirvalue investment in those andNotes will notthey any receive compensation In what formIn what valuewill 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 foroccur reason any and Ordinary are Shares fornot issued reason any 5.00pm by on the fifth Business after Day the Capital Event Trigger Conversion orDate 9 may be). less thanless approximately for $101.01 each Note (based on the Initial Value Face of $100 per and Note), may the value be nothing if Conversion does not foroccur reason any and Ordinary are Shares fornot issued reason any 5.00pm by on the fifth Business after Day the Capital Event Trigger Conversion orDate Non-Viability Event Trigger Conversion (asDate the case What value value What will a Holder receive? A variable value, depending on ofthe price the Ordinary atShares the relevant time and the number of Ordinary Shares on received Conversion. However, Holders may (in the case of a Capital Event) Trigger likely and are (in theto case of a Non-Viability Trigger receive Event) significantly Are there there Are other pre- conditions event? the to No No Is APRA approval required? If a Capital Trigger or Event Non-Viability Event Trigger occurs When? Investment overview Investment Section 2.5 provides further detail on the circumstances in which Holders are likely to receive significantly less than $101.01 for each Note due to due to each Note for than $101.01 significantly less receive to likely in which Holders are detail on the circumstances further Section 2.5 provides a Capital Trigger Event or Non-Viability Trigger Event. Trigger or Non-Viability Event a Capital Trigger Non-Viability Non-Viability Event Trigger Conversion Conversion upon a Capital Trigger or Event Event Note: 9. SECTION 1 SECTION 10 WESTPAC CAPITAL NOTES 8

SECTION 1 Investment overview

1.4 Ranking of Westpac Capital Notes 8 in a Winding Up The table in this Section 1.4 illustrates how the Notes would rank upon a Winding Up, 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 Liabilities in Australia in relation to protected accounts (generally, debt savings accounts and term deposits) and other liabilities preferred by law including employee entitlements and secured creditors

Unsubordinated Trade and general creditors, bonds, notes and debentures and unsecured debt other 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 Westpac NZD Subordinated Notes11, other subordinated bonds, unsecured debt and notes and debentures and other subordinated unsecured debt subordinated perpetual obligations with a fixed maturity date and subordinated perpetual debt floating rate notes issued in 1986

Additional Tier 1 Westpac Capital Notes 8, Westpac Capital Notes 2, Westpac Capital securities Capital Notes 4, Westpac Capital Notes 5, Westpac Capital Notes 6, Westpac Capital Notes 7 and Westpac USD AT1 Securities

Lower ranking Ordinary shares Ordinary Shares

1.5 Key risks associated with an investment in Westpac Capital Notes 8 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 8

Topic Summary Further information

Distributions may not There is a risk that Distributions will not be paid. Sections 2.1.9 and 5.1.1 be paid Distributions are discretionary and are only payable subject 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. 11. On 9 July 2021, Westpac announced it will redeem all Westpac NZD Subordinated Notes on their first optional redemption date, being 1 September 2021. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 11 CAPITAL NOTES 8 NOTES CAPITAL Section 5.1.5 5.1.7 Sections 2.1.6, and 6.3.1 and Sections 2.1.2 5.1.6 Further information to Sections 5.1.14 5.1.16 Important Notices and Section 5.1.3 and Sections 5.1.1 5.1.4 WESTPAC WESTPAC become negative. Should this occur, the negative amount the negative Should this occur, negative. become the Distribution in calculating account into will be taken Westpac pay on Holders to is no obligation (but there Rate would and there negative becomes Rate if the Distribution in those circumstances). be no 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) to Rate the 3 month BBSW for It is possible Rate. BBSW protection provisions of Australian banking legislation 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 not being paid, a Capital Distributions of one or more Event. Trigger or a Non-Viability Event 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, price market the prevailing at on ASX sell their Notes to than the be less may price That their investment. realise to be no may and there per Note) (initially $100 Value Face in the Notes. liquid market accounts liabilities or protected not deposit are Notes The or Financial the purposes of the Banking Act for of Westpac the depositor not subject to Claims Scheme and are Summary being the 2032, on 21 June occur not may Conversion all if the or at Date, Conversion Scheduled possible first not satisfied. are Conditions Scheduled Conversion Investment overview Investment Changes in the Rate Distribution Use of franking Use of franking credits Liquidity of the Capital Westpac be low 8 may Notes Market price of the price Market Capital Westpac 8 may Notes fluctuate Westpac Capital Westpac not 8 are Notes deposit liabilities or accounts protected It is not certain It is not certain whether and when the Westpac 8 Capital Notes will be Converted, or Redeemed Transferred Topic SECTION 1 SECTION 12 WESTPAC CAPITAL NOTES 8

SECTION 1 Investment overview

Topic Summary Further information

Conversion or The value of Ordinary Shares received for each Note that is Sections 2.5.4, 2.5.5, termination of rights Converted upon the occurrence of a Capital Trigger Event 2.5.6, 5.1.9, 5.1.10 and on account of a or Non-Viability Trigger Event may (in the case of a Capital 5.1.11 Capital Trigger Event Trigger Event) and is likely to (in the case of a Non-Viability or a Non-Viability Trigger Event) be significantly less than approximately 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 (for example, due to COVID-19 related restrictions on access to facilities and systems of Westpac and/or its agents)), 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 5.1.12 securities could be reviewed, suspended, withdrawn or 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 5.1.13 calculate the number of Ordinary Shares to be issued on Conversion may be 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 5.1.17 date maturity date, there is a risk the Notes could remain on issue indefinitely and Holders may not be repaid their investment. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 13 CAPITAL NOTES 8 NOTES CAPITAL Sections 4.2.1, 4.2.2, Sections 4.2.1, 4.2.3, 4.2.4 and 5.1.18 Section 5.1.24 Section 5.1.26 Further information 2.7, Sections 1.4, and 5.1.24 5.1.11, 5.1.10, 5.1.25 WESTPAC WESTPAC Westpac may issue further securities which rank equally further securities which rank issue may Westpac with or ahead of the Notes. Capital as set out in the Westpac circumstances In certain with APRA's prior written may, Westpac 8 Terms, Notes with compliance to and subject required where approval 8 Terms Capital Notes amend the Westpac applicable laws, of Holders. without the approval Conversion Date (as the case may be), all rights attaching to 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 Event Trigger or Non-Viability Date Conversion Event Summary issue on still are if the Notes Up, of a Winding In the event will rank they or Converted, not been Redeemed and have and among themselves equally Shares, ahead of Ordinary Investment overview Investment amended Future issues of issues Future Westpac securities by be may Terms Changes in capital regulatory requirements Ranking of the Ranking of Capital Westpac 8 Notes Topic SECTION 1 SECTION 14 WESTPAC CAPITAL NOTES 8

SECTION 1 Investment overview

1.5.2 Key risks associated with Westpac and the Westpac Group

Topic Summary Further information

Information security, The Westpac Group (and its external service providers) is Section 5.2.1 including cyber subject to information security risks, such as cyberattacks, attacks espionage and/or errors happening at an unprecedented pace, scale and reach.

COVID-19 and a The Westpac Group is vulnerable to the impacts of a Section 5.2.2 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 5.2.3, 5.2.4, change and regulations or regulatory policy, by failing to comply with 5.2.6, 5.2.9 and 5.2.12 compliance laws, regulations or regulatory policy, or by other regulatory action (including as a result of reviews and inquiries commissioned by governments or regulators).

Ineffective risk Westpac’s risk management framework has not always been, Section 5.2.5 management or may not in the future prove to be, effective.

Availability and cost Adverse funding market conditions or depositor preferences, Sections 5.2.11 and of funding or failure to maintain Westpac’s credit ratings, may 5.2.14 significantly affect the availability and cost of Westpac’s funding.

Financial market Westpac could be adversely affected by disruptions to Sections 5.2.13 and volatility global financial markets or other financial market volatility. 5.2.20

Economic conditions, Economic disruptions, declines in asset values or declines in Sections 5.2.15 to asset values, commodity prices may cause Westpac to incur higher credit 5.2.18 commodity prices losses on lending and counterparty exposures. and credit losses

Other risks Westpac could be adversely affected by other events such Sections 5.2.7, 5.2.8, as reputational damage, climate change, technology failures, 5.2.10, 5.2.11, 5.2.19 changes in competition, operational failures, fraudulent and 5.2.21 to 5.2.30 conduct, poor data quality or other risks.

1.6 Comparison of the Westpac Capital Notes 8 with certain other Westpac investments or products

Topic Summary Further information

Differences between There are differences between term deposits, Westpac See table in this term deposits, Capital Notes 7, Westpac Capital Notes 8 and Ordinary Section 1.6 Westpac Capital Shares. You should consider these differences in light of Section 3.4 Notes 7, Westpac your investment objectives, financial situation and particular Capital Notes 8 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 4 (which is the subject of the Reinvestment Offer) and Westpac Capital Notes 8. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 15 Yes, quoted quoted Yes, on ASX 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 N/A CAPITAL NOTES 8 NOTES CAPITAL 18 on 17 WESTPAC WESTPAC 12 15 Yes, quoted on ASX quoted Yes, 2.90% to 3.10% per 3.10% 2.90% to annum and will be the at determined Bookbuild the of end subject to Yes, absolute Westpac's and discretion Distribution Conditions Payment Section 2.1.9) (see applies to Yes, until Shares Ordinary quarterly the next Distribution Date Payment which a Distribution is paid in full Westpac Capital Capital Westpac 8 Notes WBCPK (no Perpetual maturity fixed with the first date) Scheduled possible in Date Conversion 10.8 approximately years calculated Floating, + as the (Margin Rate) 3 month BBSW Rate) × (1 – Tax is Margin The be to expected of in the range 14 distribution is paid distribution in full an unfranked for and grossed-up Frankable portion on ASX quoted Yes, conditions) subject to Yes, absolute Westpac's and discretion payment distribution conditions applies to Yes, until Shares Ordinary quarterly the next payment distribution on which a date Floating, calculated calculated Floating, + as the (margin rate) 3 month BBSW × (1 – tax rate) 3.40% per annum absolute Westpac's to (subject Quarterly payment and distribution discretion Unsecured subordinated debt obligation subordinated Unsecured No (no Perpetual maturity fixed with the first date) scheduled possible on date conversion 2029 22 March Westpac Capital Capital Westpac 7 Notes WBCPJ 16 16 13 N/A No or at early closure early closure or at the customer by subject to No, applicable laws N/A Fixed N/A specificEither at maturity at intervals, Deposit Yes 60 to days Seven months Westpac Term Term Westpac Deposit on ASX Not quoted Investment overview Investment Westpac will apply for Westpac Capital Notes 8 to be quoted on ASX and they are expected to trade on ASX under the code WBCPK. under the code on ASX trade to expected are and they on ASX be quoted 8 to Capital Notes Westpac for will apply 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 circumstances. in certain or Transfer Conversion approval), prior written (with APRA’s early Redemption possible Subject to Deposit. Customers Term of the Westpac the end of the term an amount before withdraws apply if a customer may adjustments rate Interest (see or negative zero was Rate because the Distribution not paid was was a Distribution the reason not apply where would restrictions These WBCPK. under the code on ASX trade to expected are and they on ASX be quoted 8 to Capital Notes Westpac for will apply Westpac Section 2.1.3). must usually give 31 days’ notice to close the Westpac Term Deposit during its term. Term close the Westpac to notice 31 days’ usually give must of interest/ of interest/ distribution/ dividend by Transferable holder dividend payments dividend payments restriction if interest/ distribution/ dividend not paid Franking conditions to to conditions of payment distributions/ interest/dividend payments? Interest/ distribution/ Distribution/ interest/dividend payment frequency there Are Margin Distribution/ interest/dividend rate Financial Claims Scheme Term ASX code ASX form Legal under Protection or the Banking Act 16. 17. 18 12. 13. 14. 15. Note: SECTION 1 SECTION 16 WESTPAC CAPITAL NOTES 8

SECTION 1 Investment overview

Westpac Term Westpac Capital Westpac Capital Ordinary Shares Deposit Notes 7 Notes 8

Investor's ability Yes, by closing the No to withdraw or deposit19 redeem

Redemption at No Yes, on 22 March Yes, on 21 No issuer's option 2027, and in September 2029, (subject to APRA certain specified 21 December 2029, approval and circumstances 21 March 2030 or certain other 21 June 2030, and conditions) in certain specified circumstances (see Section 2.3)

Transfer to No Yes, on 22 March Yes, on 21 No nominated party at 2027, and in September 2029, issuer's option certain specified 21 December 2029, circumstances 21 March 2030 or 21 June 2030, and in certain specified circumstances (see Section 2.3)

Conversion to No Yes, on 22 March Yes, on 21 N/A Ordinary Shares 2027, and in September 2029, at issuer’s option certain specified 21 December 2029, (subject to certain circumstances 21 March 2030 or conditions) 21 June 2030, and in certain specified circumstances (see Section 2.4)

Potential No Yes, scheduled Yes, Scheduled N/A Conversion to conversion on 22 Conversion on 21 Ordinary Shares March 2029 (subject June 2032 (subject (other than on a to the satisfaction to the satisfaction Capital Trigger of the scheduled of the Scheduled Event or Non- conversion Conversion Viability Trigger conditions), and in Conditions), and in Event) certain specified certain specified circumstances circumstances (see Section 2.2.3)

Conversion to No Yes, following a Capital Trigger Event or N/A Ordinary Shares on Non-Viability Trigger Event a Capital Trigger If a Capital Trigger Event or Non-Viability Event or Non- Trigger Event occurs and conversion of Viability Trigger the notes does not occur for any reason Event 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), 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

Note: 19 For Westpac Term Deposits, customers must usually give 31 days’ notice to close the Westpac Term Deposit during its term. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 17 Ordinary Shares Ordinary CAPITAL NOTES 8 NOTES CAPITAL Section 8 Section 8 Further information Sections 3 and 8 WESTPAC WESTPAC Westpac Capital Capital Westpac 8 Notes Refer to Section 2.5 for more information information more Section 2.5 for to Refer of Westpac the conversion to in relation or Event on a Capital Trigger 8 Capital Notes Event Trigger Non-Viability Westpac Capital Capital Westpac 7 Notes to likely Holders are and be issued to Shares in such circumstances a loss suffer you own 50 Westpac Capital Notes 4 or fewer, you must must you 4 or fewer, Capital Notes 50 Westpac own you 4; or Capital Notes Westpac all your reinvest apply to 4, you Capital Notes than 50 Westpac more own you Capital a minimum of 50 Westpac reinvest apply to must 4 ($5,000). Notes a Reinvestment Offer – to Eligible Westpac Capital Notes Capital Notes Eligible Westpac – to Offer a Reinvestment 4 Holders; 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 Notes 8 must be for a minimum of 50 additional Westpac a minimum of 50 additional Westpac be for 8 must Notes and in multiples of 10 Westpac 8 ($5,000), Capital Notes your and above (over thereafter 8 ($1,000) Capital Notes reinvestment). for Application If you are an Eligible Westpac Capital Notes 4 Holder, 4 Holder, Capital Notes an Eligible Westpac are If you Westpac all or some of your reinvest to apply may you 8 under the Capital Notes 4 in Westpac Capital Notes in participate wish to if you However, Offer. Reinvestment and: Offer the Reinvestment • • Capital Notes Westpac all your reinvest apply to If you Capital additional Westpac also apply for may 4, you Capital additional Westpac for Application 8. Your Notes If there is excess demand, Applications may be scaled back may demand, Applications is excess If there 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 the Notes, apply for to on how information For instructions, 8 and the online Securityholder Application or contact instructions Application online Reinvestment applicable). (as Broker Syndicate your ($5,000). a minimum of 50 Notes 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 under the Offer, Allocation is no guaranteed There under received Applications priority to will give Westpac made (including Applications Offer the Reinvestment priority will not extend This Brokers). Syndicate through 8 by Capital Notes additional Westpac for Applications to 4 Holders. Notes Capital Eligible Westpac Summary of: consists Offer The See Sections 1.4, 2.7, 5.1.11, 5.1.12, 5.1.25 and 5.1.26 5.1.25 5.1.12, 5.1.11, See Sections 1.4, 2.7, Westpac Term Term Westpac Deposit Investment overview Investment Structure of the Offer and how to apply for Westpac Capital Notes 8 Capital Notes Westpac apply for 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 Topic 1.7.1 Offer structure (continued) Ranking Conversion to to Conversion on Shares Ordinary a Capital Trigger or Non- Event Trigger Viability Event 1.7 SECTION 1 SECTION 18 WESTPAC CAPITAL NOTES 8

Information about Westpac Capital Notes 8

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 8 in a Winding Up 2.8 Other key features of the Westpac Capital Notes 8

1 Distribution Rate Rate Distribution Plus the assumed Margin Plus the assumed Rate Distribution unfranked Equivalent Rate) (1 – Tax Multiplied by Rate Distribution 3 month BBSW Rate at 6 August 2021 6 August at Rate 3 month BBSW Tax Tax Rate 3 month BBSW Rate Margin As an example, assuming a Margin of 2.90% per annum, if the a Margin assuming As an example, is the same as on 6 August Date on the Issue Rate 3 month BBSW the will be fully franked, the Distribution that and assuming 2021 as be calculated would Period Distribution that for Rate Distribution follows: credits. be set on and will generally rate is a floating Rate Distribution The using the following Period of each Distribution Day Business the first formula: Summary Rate based on the Distribution calculated are on Notes Distributions in arrear. be paid quarterly to expected and are and only payable non-cumulative discretionary, are Distributions Conditions. Payment of the Distribution the satisfaction subject to and accordingly be fully franked to expected are Distributions and franking cash Distributions receive to expected Holders are Information about Westpac Capital Notes 8 Notes Capital about Westpac Information Rate on Westpac on Westpac Capital Notes 8 The calculation of the Distribution Rate will be rounded to four decimal places. The Distribution Rate in this Section Rate Distribution The decimal places. four to will be rounded Rate of the Distribution calculation The achieved. The actual Distribution Rate may be higher or lower than this and may vary each Distribution Period depending on the applicable 3 Period each Distribution vary than this and may be higher or lower may Rate Distribution actual The achieved. Rate. and the Tax the Margin Rate, month BBSW 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 may that Rate of the actual Distribution or forecast It is not a guarantee Rate. the actual Distribution purposes only and does not indicate 2.1.2 Distribution Topic 2.1.1 Distributions 1. Note: Distributions 2.1 The full Westpac Capital Notes 8 Terms are contained in Appendix B. Rights and liabilities attaching to Westpac Westpac to and liabilities attaching in Appendix B. Rights contained are 8 Terms Notes Capital full Westpac The and other applicable laws. Rules Listing the ASX Act, the Corporations also arise under may 8 Capital Notes The following is an overview of the key terms of Westpac Capital Notes 8. It is important that you read this read you It is important that 8. Capital Notes of Westpac terms of the key is an overview following The before in full Constitution and Westpac’s Poll Deed the Notes 8 Terms, Capital Notes the Westpac Prospectus, your from seek advice should you questions, any have 8. If you Notes Capital in Westpac invest deciding to adviser. or other professional financial adviser SECTION 2 SECTION 20 WESTPAC CAPITAL NOTES 8

SECTION 2 Information about Westpac Capital Notes 8

Further Topic Summary information

2.1.3 Calculation of Distributions will be calculated as follows: Westpac Distributions Capital Notes Distribution = Distribution Rate x Face Value x N /365 8 Terms Distribution Rate See Section 2.1.2 clause 3.1 Face Value Initially $100 per Note N The number of days in the Distribution Period Distribution Period The period from (but excluding) the 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 Payment See Section 2.1.7 Date

As an example, if the Distribution was fully franked and the Distribution Rate was 2.0370% 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 2.0370% per annum

Multiplied by the Face Value x $100

Multiplied by the number of days in the x 90 Distribution Period (N) Divided by ÷ 365 Cash amount of Distribution $0.5023 Franking credits4 attached to the cash $0.2153 amount of the Distribution

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, if the Margin is 2.9000% per annum, 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 assumed Margin + 2.9000% per annum Equivalent unfranked Distribution Rate 1.9000% per annum

Multiplied by (1 – Tax Rate) x 0.70 Distribution Rate 1.3300% 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 97 days and is longer than a 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, the Margin and the Tax Rate. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 21 Section 2.1.6 Westpac Capital Notes 8 Terms clauses 3.1 and 3.2 Further information Westpac Capital Notes 8 Terms clause 3.1 CAPITAL NOTES 8 NOTES CAPITAL 21 0 2 WESTPAC WESTPAC Aug- 19 0 2 Aug- . The rate on 6 August on 6 August rate . The 6 17 0 2 Aug- stribution 15 0 Di 2 Aug- [Tax Rate x (1 – Franking Rate)] x (1 – Franking Rate [Tax 13 0 2

The percentage of the Distribution that that of the Distribution percentage The credits carry franking would 1 – entitlement on that Distribution The as calculated Date Payment Distribution Capital of the Westpac under clause 3.1 – see Section 2.1.3 8 Terms Notes See Section 2.1.2 Aug- 3 month BBSW Rate (% per annum) (% per Rate 3 month BBSW 11 0 2 Aug- % % % % % % % % 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 ...... 6 5 3 2 1 0 7 4 Distribution = Distribution Distribution Rate Tax Rate Franking Adjusted Adjusted If there is a change in the Tax Rate, the Distribution Rate will Rate the Distribution Rate, is a change in the Tax If there the decreases, Rate if the Tax example, For change accordingly. would pay may Westpac that Distribution cash amount of any would Distribution that to attached credits and the franking increase decrease. Capital Notes 8. Capital Notes and in a commercially faith act in good to is required Westpac and Rate, BBSW manner in selecting an Alternative reasonable it considers that practice of market with sources consult may its discretion. otherwise exercise but may appropriate, will be Distributions that but does not guarantee, expects, Westpac fully franked. then the amount of the cash is not fully franked If a Distribution for compensate to be adjusted entitlement would Distribution the adjusted determining for formula The amount. the unfranked is: Distribution If Westpac determines that a “BBSW Rate Disruption Event” has Event” Disruption Rate a “BBSW that determines If Westpac and Rate BBSW select an Alternative may Westpac occurred, 8 Terms Capital Notes the Westpac changes to related other make which may approval, prior written APRA’s to in each case, (subject, not be given). or may the 3 where occurs Disruption Event” Rate a “BBSW Broadly, is no longer generally or has been discontinued Rate month BBSW securities such as Westpac for market in the Australian accepted rate benchmark used in the financial markets for the pricing and for used in the financial markets benchmark rate as a lending reference dollar securities and of Australian valuation supply and demand within the the reflect changes to rate This rate. markets. cash and currency 10 years the last over Rate BBSW in the 3 month movements The in this Section 2.1.4 set out in the graph are per annum. 0.01% was 2021 Summary the for rate benchmark interest is a key Rate 3 month BBSW The interest It is the primary short-term market. money Australian Information about Westpac Capital Notes 8 Notes Capital about Westpac Information Distributions BBSW Rate 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 are levels Past Rate. the actual 3 month BBSW or forecast guarantee purposes only and does not indicate, illustrative is for graph This necessarily indicative of future levels. The actual 3 month BBSW Rate for the first and any subsequent Distribution Period may be higher or may Period subsequent Distribution any and the first for Rate actual 3 month BBSW The levels. of future indicative necessarily IRESS. Source: in this Section 2.1.4. in the graph than the rates lower 2.1.5 Franking of Topic 2.1.4 3 month Note: 6. SECTION 2 SECTION 22 WESTPAC CAPITAL NOTES 8

SECTION 2 Information about Westpac Capital Notes 8

Further Topic Summary information

2.1.6 Franking It is expected (but not guaranteed) that Holders will receive franking Sections 5.1.7 credits in credits in respect of Distributions (other than where a Holder’s lack of and 6 respect of entitlement to franking credits is a result of an act by, or circumstance Distributions 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 2.0370% per annum in the example in Section 2.1.2 would be 0.8730% 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 2.9100% 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. Investors should refer to the Australian tax summary in Section 6 and the Class Ruling (when published), and should seek professional advice in relation to their tax position. Investors should also monitor any potential changes to government policy relating to franking credits on an ongoing basis.

2.1.7 Distribution Distributions are payable quarterly in arrear on the Distribution Westpac Payment Payment Dates, subject to satisfaction of the Distribution Payment Capital Notes Dates Conditions. 8 Terms clauses 3.1, The Distribution Payment Dates are: 3.5, 3.6 and • 21 March, 21 June, 21 September and 21 December of each year 11.1(b) commencing on 21 December 2021, until the Notes are Converted at their full Face Value (or terminated following a failure to Convert) or Redeemed; and • the Conversion Date (other than a Capital Trigger Event Conversion Date or Non-Viability Trigger Event Conversion Date), Redemption Date or Transfer Date, if those dates are not 21 March, 21 June, 21 September and 21 December. If a Distribution Payment Date is not a Business Day, then the Distribution will be paid on the next Business Day (without any interest in respect of the delay). The first Distribution Period runs from (but excludes) the Issue Date to (and includes) 21 December 2021. Thereafter, each Distribution Period runs from (but excludes) the previous Distribution Payment Date to (and includes) the next Distribution Payment Date. You should note that the first Distribution Period is a longer period of 97 days and other Distribution Periods will otherwise generally be 90 to 92 days. The Distribution Rate for the first Distribution Period will be determined on the Issue Date. After the first Distribution Period, the Distribution Rate will be determined on the first Business Day of each Distribution Period. Distributions will be paid to persons who are Holders on the Record Date in respect of the Distribution. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 23 Capital Notes Capital Notes 8 Terms clause 9.1 clause 3.4 Westpac Capital Notes 8 Terms clauses 3.7 and 3.8 Further information Westpac Further information Section 8.5.1 Westpac Capital Notes 8 Terms clause 11 Section 5.1.1 Westpac Capital Notes 8 Terms clause 3.3 Westpac Capital Notes 8 Terms CAPITAL NOTES 8 NOTES CAPITAL and 7 WESTPAC WESTPAC determine or pay any Dividends on its Ordinary Shares; or Shares; Dividends on its Ordinary any or pay determine Buy Back or Capital Reduction, discretionary any undertake APRA not otherwise objecting to the payment. the APRA not otherwise objecting to Westpac’s absolute discretion; absolute Westpac’s of in a breach not resulting of the Distribution the payment or of the 1 basis) a Level (on capital requirements Westpac’s under 2 basis) a Level (on capital requirements Group’s Westpac the time of the payment; at Prudential Standards the then current in Westpac not resulting of the Distribution the payment and insolvent; become, to or being likely becoming, other Ordinary Shares on issue at the relevant time. the relevant at on issue Shares other Ordinary Summary a variable into of the Notes means the conversion Conversion formula with the in accordance Shares number of Ordinary 8 Terms. Notes Capital of the Westpac in clause 9.1 contained the Date, on the Scheduled Conversion of a Note On Conversion and will be immediately Note that to Holder’s rights in relation of Value will apply the Face Westpac and terminated irrevocably the Ordinary for the subscription for of payment way by each Note the same rights as will have issued Shares Ordinary The Shares. If for any reason a Distribution has not been paid in full for a relevant a relevant has not been paid in full for a Distribution reason any If for is paid in full on then until a Distribution Date, Payment Distribution Converted are all Notes (or Date Payment a subsequent Distribution a failure following or terminated Redeemed Value, their full Face at not: must Westpac Convert) to • • is paid in full within the amount of the unpaid Distribution unless (and in Date Payment Distribution of the relevant Days 20 Business not would restrictions These circumstances). other limited certain because the not paid was was a Distribution the reason apply where Section 2.1.3). (see or negative zero was Rate Distribution • and any Act the Corporations will also be subject to Distributions of Distributions. the payment regulating other law of discretion within the absolute are of Distributions Payments is not paid in full If a Distribution non-cumulative. and are Westpac or not satisfied are Conditions Payment because the Distribution receive Holders will not be entitled to other reason, because of any on any accrues No interest Distribution. the unpaid portion of that the Holder has no liability to and Westpac unpaid Distributions of such non-payment. and the Holder has no claim in respect of default will not be an event of a Distribution Non-payment of Up on the grounds a Winding apply for no right to Holders have a Distribution. pay to failure Westpac’s institution. Westpac reserves the right to vary the way in which any in which any the way vary to the right reserves Westpac institution. 8 Capital Notes with the Westpac is paid in accordance Distribution paid in cash). always are Distributions that (provided Terms of the satisfaction subject to only payable are Distributions being: Conditions, Payment Distribution • • • Summary will only pay dollars. Westpac will be paid in Australian Distributions a financial of dollar account an Australian into directly Distributions

Information about Westpac Capital Notes 8 Notes Capital about Westpac Information Conversion on the Scheduled Conversion Date on the Scheduled Conversion Conversion Conversion may apply to apply to may if a Westpac is Distribution not paid and capital restrictions if a is Distribution not paid in full Payment Payment Conditions payment of payment Distributions The Westpac Capital Notes 8 Terms do not include any events of default. events do not include any 8 Terms Capital Notes Westpac The Topic 2.2.1 Meaning of 2.1.11 Dividend 2.1.10 Consequence 2.1.9 Distribution Topic 2.1.8 Method of Note: 7. 2.2 SECTION 2 SECTION 24 WESTPAC CAPITAL NOTES 8

SECTION 2 Information about Westpac Capital Notes 8

Further Topic Summary information

2.2.2 Scheduled The Notes do not have a maturity date but have a Scheduled Westpac Conversion Conversion Date. Conversion is scheduled to occur on the Capital Notes Date Scheduled Conversion Date, which will be the earlier of: 8 Terms clause 4.1 • 21 June 2032; and • the first Distribution Payment Date after 21 June 2032, on which the Scheduled Conversion Conditions are satisfied.

2.2.3 Scheduled The Scheduled Conversion Conditions in relation to a potential Westpac Conversion Scheduled Conversion Date are satisfied where: Capital Notes Conditions 8 Terms • the VWAP of Ordinary First Scheduled Conversion Condition: clause 4.2 Shares on the 25th Business Day before (but not including) the Scheduled Conversion Date is greater than 56.12% of the Issue Date VWAP; and • Second Scheduled Conversion Condition: the VWAP of Ordinary Shares during the 20 Business Days before (but not including) the Scheduled Conversion Date is greater than 50.51% of the Issue Date VWAP. • The percentages used in the Scheduled Conversion Conditions are derived from market precedents and the cap on the number of Ordinary Shares that are permitted to be issued under applicable Prudential Standards and ratings guidance. • The diagram in this Section 2.2.3 illustrates the timeframes that are relevant for the Scheduled Conversion Conditions using the date 21 June 2032 as a potential Scheduled Conversion Date. These dates are indicative only and may change.

14 May 2032 21 May 2032 18 June 2032 21 June 2032 25th Business Day First Business Day Last Business Day Scheduled Conversion before the Scheduled of VWAP Period of VWAP Period Date (subject to Conversion Date (20th Business Day (Business Day before the satisfaction of the before the Scheduled Scheduled Conversion Scheduled Conversion Conversion Date) Date) Conditions)

20 BUSINESS DAY VWAP PERIOD

First Scheduled Conversion Condition Second Scheduled Conversion Condition The VWAP of Ordinary Shares on the 25th Business Day before (but not The VWAP of Ordinary Shares during including) the Scheduled Conversion the 20 Business Days before (but not Date is greater than 56.12% of the Issue including) the Scheduled Conversion Date VWAP Date is greater than 50.51% of the Issue Date VWAP 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 25 Westpac Westpac Capital Notes 8 Terms clauses 4.1 and 4.2 Westpac Capital Notes 8 Terms clauses 4.2, 9.8 to 9.1 and 16.2 of (definition Date “Issue and VWAP” “VWAP”) Westpac Westpac Capital Notes 8 Terms clauses 4.2 and 9 Further information CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC . 8 for more information). If the Scheduled Conversion Conditions Conditions If the Scheduled Conversion information). more for 2.5 , if the Issue Date VWAP is $25.00, is $25.00, VWAP Date , if the Issue 9 need to be at least $14.04 (which is greater than 56.12% of the than 56.12% (which is greater $14.04 least be at need to and VWAP); Date Issue would Condition Scheduled Conversion the Second for the VWAP of the than 50.51% (which is greater $12.63 least be at need to VWAP). Date Issue the VWAP for the First Scheduled Conversion Condition would would Condition Scheduled Conversion the First for the VWAP • In general terms, VWAP refers to the average of the daily volume of the daily volume the average to refers VWAP terms, In general and sold on ASX Shares of Ordinary sales prices average weighted period. during the relevant Chi-X during Shares of Ordinary means the VWAP VWAP Date Issue The took Shares in Ordinary on which trading Days the 20 Business (as Date (but not including) the Issue preceding immediately place 8 Terms). Capital Notes with the Westpac in accordance adjusted on a Conditions of the Scheduled Conversion satisfaction The of will depend on the price Date Scheduled Conversion potential example For Shares. Ordinary and Second Condition Conversion Scheduled the First then, for be satisfied: to Condition Scheduled Conversion • If the Scheduled Conversion Conditions are not satisfied on 21 June on 21 June not satisfied are Conditions If the Scheduled Conversion Payment Distribution until the next will not occur Conversion 2032, if satisfied, are Conditions on which the Scheduled Conversion Date ever. Holders some protection against receiving Ordinary Shares worth worth Shares Ordinary receiving against Holders some protection the Scheduled Conversion per Note, $101.01 than approximately less Shares of Ordinary the VWAP where so that operate, Conditions of the Issue than the specified percentage or is less to has fallen is deferred. Section 2.2.3), Scheduled Conversion (see VWAP Date the Scheduled Conversion that guarantee can be no there However, in the future. will be satisfied Conditions (based on the Initial Face Value of $100 per Note and the VWAP of of VWAP and the of $100 per Note Value Face (based on the Initial the Scheduled before Days during the 20 Business Shares Ordinary 1% discount) with the benefit of a Date, Conversion (Maximum Shares cap on the number of Ordinary is a There upon Scheduled can be issued Holders Number) that Conversion and ratings Standards Prudential due to of the Notes, Conversion of Number in the case Maximum Conversion The guidance. (initially Value dividing the Face is set by Scheduled Conversion VWAP. Date 50% of the Issue by $100 per Note) there significantly and fall to were Shares of Ordinary If the price the number of Ordinary Conditions, no Scheduled Conversion were the Maximum by might be limited receive would you that Shares Shares of those Ordinary the value case, In that Number. Conversion give to In order per Note. than $101.01 be less to likely be would Summary Holders should upon a Scheduled Conversion, that It is intended per Note $101.01 approximately worth Shares Ordinary receive Information about Westpac Capital Notes 8 Notes Capital about Westpac Information Conversion Conversion are Conditions not satisfied Date Issue VWAP if the Scheduled the Scheduled Conversion Conditions However, if the market price of Ordinary Shares on the Scheduled Conversion Date is different to the price used to calculate the number of calculate used to the price to is different Date on the Scheduled Conversion Shares of Ordinary price if the market However, will actually be satisfied Conditions the Scheduled Conversion whether or not purposes only and does not indicate illustrative is for example This in respect of a potential Scheduled Conversion Date. Scheduled Conversion of a potential in respect 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 or less more be worth may one Note of the Conversion from resulting Shares of Ordinary the value on Conversion, be issued to Shares Ordinary been reduced has previously Value than this amount if the Face also be less could Holders receive Shares of Ordinary value The than $101.01. – see Section Event Trigger or Non-Viability Event a Capital Trigger (following on the will be re-tested Conditions and the Scheduled Conversion Date on the Scheduled Conversion will not Convert not met, the Notes are indefinitely. on issue remain may Notes The Date. Scheduled Conversion possible next 2.2.6 VWAP and 2.2.5 Consequences Topic 2.2.4 Purpose of 9. Note: 8. SECTION 2 SECTION 26 WESTPAC CAPITAL NOTES 8

SECTION 2 Information about Westpac Capital Notes 8

Further Topic Summary information

2.2.7 How many Upon Conversion, Holders will receive for each Note they hold a Westpac Ordinary variable number of Ordinary Shares calculated using the following Capital Shares will formula: Notes 8 I receive if Terms the Westpac Face Value clause 9.1 Capital 0.99 x VWAP Notes 8 are Face Value Initially $100 per Note Converted? VWAP The VWAP during the VWAP Period VWAP Period In the case of a Scheduled Conversion, the period of 20 Business Days on which trading in Ordinary Shares took place immediately preceding (but not including) the Scheduled Conversion Date

For example, assuming the VWAP is $25.00, the number of Ordinary Shares that Holders will receive for each Note on the Scheduled Conversion Date would be calculated as follows: Face Value $100.00 Divide by 0.99 x VWAP $24.75 Ordinary Shares per Note 4.0404 Assuming the price of the Ordinary Shares on the Scheduled Conversion Date is also $25.00, the aggregate value of the Ordinary Shares would be approximately $101.01 (calculated by multiplying 4.0404 Ordinary Shares by the Ordinary Share price of $25.00). Please be aware, the example in this Section 2.2.7 is for illustrative purposes only. The actual VWAP and number of Ordinary Shares that Holders may receive on Conversion on the Scheduled Conversion Date may be higher or lower than in this example. In addition, if the total number of Ordinary Shares to be allotted and issued in respect of a Holder’s aggregate holding of Notes includes a fraction of an Ordinary Share, that fraction of an Ordinary Share will be disregarded. This has not been considered in the example in this Section 2.2.7.

2.2.8 What if I If you do not wish to receive Ordinary Shares, you can notify Westpac do not wish Westpac of this at any time but no less than 15 Business Days prior Capital Notes to receive to the Conversion Date. If Conversion occurs and you have notified 8 Terms Ordinary Westpac that you do not wish to receive Ordinary Shares, or if clause 9.10 Shares or if I you are an Ineligible Holder10, then Westpac will issue the relevant am prohibited number of Ordinary Shares11 to the Sale Agent who will hold the or restricted Ordinary Shares on trust for sale for your benefit12. At the first from receiving reasonable opportunity, the Sale Agent will arrange for the sale Ordinary of the Ordinary Shares on your behalf and pay the proceeds less Shares? selling costs, brokerage, stamp duty and other taxes and charges, to you. No guarantee is given in relation to the timing or price at which any sale will occur or whether a sale can be achieved.

Note: 10. 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 Conversion Date. 11. See Sections 5.1.9 and 5.1.10 regarding risks associated with Conversion or Termination of rights where Conversion does not occur following a Capital Trigger Event or Non-Viability Trigger Event which may impact the number of Ordinary Shares issued to the Sale Agent and that would be available to be sold for the benefit of a Holder who elects not to receive Ordinary Shares or is an Ineligible Holder. 12. If Conversion is occurring because of the occurrence of a Capital Trigger Event or Non-Viability Trigger Event and the Conversion is not effective and 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 Non-Viability Trigger Event Conversion Date (as the case may be), then: (i) 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 (ii) 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. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 27 8 Terms 8 Terms clauses 8 and 16.2 (definitions of “Transfer” and “Nominated Party”) Westpac Westpac Capital Notes 8 Terms clause 16.2 of (definition “Regulatory Event”) Westpac Capital Notes 8 Terms clauses 7 and 16.2 of (definition “Redemption”) Westpac Capital Notes Further information Westpac Capital Notes 8 Terms clauses 7, 8 and 16.2 (definition of “Tax and Event” “Regulatory Event”) Section 2.1.6 and Westpac Capital Notes 8 Terms clause 16.2 of (definition Event”) “Tax CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC The Nominated Party means one or more third parties selected parties selected third or more means one Party Nominated The which cannot be a member discretion, in its absolute Westpac by entity (as described in the or a related Group of the Westpac of Westpac. Prudential Standards) If the Nominated Party does not pay the Face Value to Holders to Value the Face does not pay Party If the Nominated 2029, 21 December 2029, of 21 September Date on the Transfer a following Date or on a Transfer or 21 June 2030, 2030 21 March and will not proceed the Transfer Event, or Regulatory Event Tax hold their Notes. to Holders will continue on the Westpac Group or there would be a more than de than be a more would or there Group on the Westpac to in relation Group impact on the Westpac minimis negative be to determines which Westpac with) Notes in connection (or or unacceptable; as some or all of the Notes treat to will not be entitled Westpac Group. 1 Capital of the Westpac Tier Additional Westpac would be exposed to a more than de minimis adverse than de minimis adverse a more to be exposed would Westpac or the Notes; to in relation cost or increased tax consequence within the distribution not be a frankable would Distribution any Act. Tax of the meaning of Division 202 be imposed would de minimis additional requirements than more Redeem all or some of the Notes on 21 September 2029, 2029, on 21 September all or some of the Notes Redeem 21 June 2030; or 2030 21 March 2029, 21 December 2029, on 21 September all or some of the Notes Transfer or 21 June 2030; or 2030 21 March 2029, 21 December or Event a Tax following all of the Notes or Transfer Redeem Event. Regulatory • of Notes. a Transfer Holders cannot request conditions that are sustainable for the income capacity of Westpac) capacity of Westpac) the income for sustainable are that conditions does Westpac that APRA is satisfied that or obtains confirmation the Notes. replace to not have of their Notes. Redemption Holders cannot request to Party a Nominated for will arrange means Westpac Transfer On Value. the Face Holders for from Notes purchase to undertake (initially $100 per Note) Value the Face Holders will receive Transfer, paid in cash. Party, the Nominated from each Note for • • Westpac Date, the Issue at will not arise where, Event A Regulatory occur. would the event expected Value Holders the Face to pay will means Westpac Redemption Redeemed. each Note for (initially $100 per Note) them with capital if it replaces Notes only Redeem may Westpac is done under quality (and the replacement of the same or better Australia experienced in such matters, that (as a result of a Change (as a result that in such matters, experienced Australia that: risk than insubstantial is a more there of Law) • • Westpac Date, Issue the at will not arise where, Event A Tax occur. would the event expected after determines, if Westpac will occur Event a Regulatory Broadly, in Australia counsel legal reputable of opinion supporting a receiving as a APRA that, from or confirmation in such matters experienced Date: the Issue after or regulation a change of law of result • Westpac may elect to: may Westpac • • • prior written APRA’s receiving Westpac is subject to Redemption its prior APRA will provide that be no certainty can There approval. approval. written a receiving after determines, if Westpac will occur Event A Tax or other tax adviser in legal counsel supporting opinion of reputable Summary Information about Westpac Capital Notes 8 Notes Capital about Westpac Information Optional Redemption and optional Transfer and optional Redemption Optional Transfer Redemption Event Westpac Westpac Capital Notes 8 option to option to or Redeem the Transfer Tax Event Tax 2.3.5 Meaning of 2.3.4 Meaning of 2.3.3 Regulatory 2.3.2 Topic 2.3.1 Westpac’s 2.3 SECTION 2 SECTION 28 WESTPAC CAPITAL NOTES 8

SECTION 2 Information about Westpac Capital Notes 8

2.4 Optional Conversion

Further Topic Summary information

2.4.1 When does Subject to satisfaction of the Optional Conversion Restriction, Westpac Westpac have Westpac may elect to Convert: Capital an option Notes 8 • all or some of the Notes on 21 September 2029, 21 December to Convert Terms 2029, 21 March 2030 or 21 June 2030; or Westpac clauses 6 Capital • all of the Notes following a Tax Event or Regulatory Event. and 16.2 Notes 8? (definition of “Tax Event” and “Regulatory Event”) Sections 2.3.2 and 2.3.3

2.4.2 Restrictions There are two types of restrictions or conditions that apply to Westpac or conditions Optional Conversion: Capital Notes on Optional 8 Terms 1. A restriction that may prevent Westpac from choosing to Conversion clauses 6.3, Convert the Notes (i.e. from sending an Optional Conversion 6.4 and 6.5 Notice to Holders) • The Optional Conversion Restriction applies to Optional Conversion such that Westpac may not elect to Convert the Notes if on the second Business Day before the date on which Westpac is to send an Optional Conversion Notice the VWAP of Ordinary Shares is: – less than or equal to 56.12% of the Issue Date VWAP, where Westpac chooses to Convert the Notes on an Optional Conversion Date of 21 September 2029, 21 December 2029, 21 March 2030 or 21 June 2030; and – less than or equal to 22.20% of the Issue Date VWAP, where Westpac chooses to Convert the Notes on an Optional Conversion Date following a Tax Event or Regulatory Event. 2. A condition that may prevent Westpac from Converting the Notes on the Optional Conversion Date • Once an Optional Conversion Notice has been sent, Westpac may still be prevented from Converting the Notes by the operation of the Second Scheduled Conversion Condition, which is deemed to apply to Optional Conversion as though the proposed Optional Conversion Date were a Scheduled Conversion Date. • The Second Scheduled Conversion Condition otherwise applies as set out in Section 2.2.3, except that in the case of Optional Conversion on an Optional Conversion Date following a Tax Event or Regulatory Event, it applies as if the reference to 50.51% referred to 20.20% of the Issue Date VWAP. The percentages used in the restrictions and conditions in this Section 2.4.2 for Optional Conversion are derived from market precedents and the cap on the number of Ordinary Shares that are permitted to be issued under the Prudential Standards and ratings guidance.

2.4.3 Number of If the Notes are Converted on an Optional Conversion Date, Section 2.2.7 Ordinary Holders will receive a variable number of Ordinary Shares on the Westpac Shares Conversion Date equal to the Conversion Number calculated in Capital Notes Holders will the same manner as if Conversion was occurring on the Scheduled 8 Terms receive on Conversion Date (see Section 2.2.7), except that the VWAP Period clause 16.2 an Optional will be 20 Business Days on which trading in Ordinary Shares (definition Conversion took place immediately preceding, but not including, the Optional of “VWAP Date Conversion Date. Period”) 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 29 clauses 5.2 5.8 to Westpac Westpac Capital Notes 8 Terms clause 6.6 Further information Westpac Capital Notes 8 Terms Further information CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC ”). The Scheduled ”). The Deferred Conversion Date Conversion Deferred be) and will not be Converted, Redeemed or Transferred on any on any or Transferred Redeemed and will not be Converted, be) and subsequent date; will be immediately those Notes to the Holder’s rights in relation Event on the Capital Trigger terminated and irrevocably Date Conversion Event Trigger or Non-Viability Date Conversion of and Holders will lose all of the value be), (as the case may any will not receive and they in those Notes their investment Distributions. or unpaid compensation those Notes will not be Converted in respect of such Capital in respect will not be Converted those Notes (as the case may Event Trigger Non-Viability or Event Trigger Capital Trigger Event; or Event; Capital Trigger Event. Trigger Non-Viability account the effect on marketable parcels of Notes and the need to and the need to of Notes parcels on marketable the effect account of value and the face Shares whole numbers of Ordinary to round and the on issue Securities remaining or other Relevant Notes any immediately, or write-down write-off the conversion, effect need to does not impede the immediate such determination that provided number of Notes. of the relevant Conversion • a following some of the Notes Convert to is required If Westpac must Westpac Event, Trigger or Non-Viability Event Capital Trigger basis among themselves pro-rata Holders on an approximate treat is Securities or in a manner that and other holders of Relevant is This and reasonable. fair in the opinion of Westpac, otherwise, into take to determine may as Westpac adjustments such subject to Common Equity Tier 1 Capital Ratio to above 5.125% (either or (either 5.125% above to 1 Capital Ratio Tier Equity Common (in the case be) 2 basis, as the case may 1 or Level both on a Level Event Trigger a Non-Viability Where Event). of a Capital Trigger sector without a public that because APRA has determined occurs become would support, Westpac injection of capital, or equivalent Value. their full Face at be Converted must all Notes non-viable, a Capital following reason any for does not occur If Conversion Shares and Ordinary Event Trigger or Non-Viability Event Trigger on the fifth time) (Sydney 5.00pm by reason any for not issued are or Date Conversion Event the Capital Trigger after Day Business be), (as the case may Date Conversion Event Trigger Non-Viability then: • Summary a: following all or some of the Notes Convert must Westpac • • be satisfied do not need to Conditions Scheduled Conversion The Event. Trigger or Non-Viability Event a Capital Trigger following in these will be Converted that of Notes proportion The of the percentage (or will be the number of Notes circumstances APRA that satisfy to as is necessary of the Notes) Value the Face (in the case of a Non-Viability be non-viable will no longer Westpac of Westpac’s or be dependent on restoration Event) Trigger Condition (applied as described in Section 2.4.2) prevents Conversion Conversion in Section 2.4.2) prevents (applied as described Condition will notify Westpac Date, Conversion on the Optional occurring from Distribution until the first will be deferred Holders and the Conversion Conditions Conversion on which the Scheduled Date Payment a Scheduled was Date Payment Distribution if that as satisfied are (the “ Date Conversion on the Deferred Conversion apply to Conditions Conversion or Regulatory Event in the case of a Tax that except Date Conversion will apply as if it Condition Scheduled Conversion the Second Event, VWAP. Date Issue of the 20.20% to referred Summary an Optional (and gives Notes the Convert chooses to If Westpac Conversion Scheduled but the Second Holders) to Notice Conversion Information about Westpac Capital Notes 8 Notes Capital about Westpac Information Viability Trigger Event Trigger Viability Automatic Conversion – Capital Trigger Event and Non- Event – Capital Trigger Conversion Automatic Trigger Event Trigger Conversion Conversion of Westpac Capital Notes 8 – Capital Event Trigger and Non- Viability Date if Conversion if Conversion does not on occur an Optional Conversion Topic 2.5.1 Automatic Topic 2.4.4 Consequences 2.5 SECTION 2 SECTION 30 WESTPAC CAPITAL NOTES 8

SECTION 2 Information about Westpac Capital Notes 8

Further Topic Summary information

2.5.2 Capital A Capital Trigger Event will occur when Westpac determines, Sections Trigger Event or APRA notifies Westpac in writing that it believes, Westpac’s 4.1.5, 4.2.4 Common Equity Tier 1 Capital Ratio is equal to or less than 5.125% on and 4.2.5 either or both a Level 1 or Level 2 basis. Westpac Upon a Capital Trigger Event occurring, Westpac must Convert (or Capital Notes otherwise, if Conversion does not occur for any reason and Ordinary 8 Terms Shares are not issued for any reason by 5.00pm (Sydney time) on clauses 5.1, the fifth Business Day after the Capital Trigger Event Conversion 5.2, 5.7, 5.8 Date, terminate the rights attaching to), that number of the Notes and 9.1 (or such percentage of the Face Value of the Notes) as is sufficient (taking into consideration any conversion, write‑off or write down of other Relevant Securities) to return either or both the Westpac Level 1 Common Equity Tier 1 Capital Ratio or Westpac Level 2 Common Equity Tier 1 Capital Ratio (as the case may be) to above 5.125%. Westpac’s Common Equity Tier 1 Capital Ratio on a Level 2 basis of 12.3% as at 31 March 2021 equates to a surplus of $31.0 billion of Common Equity Tier 1 Capital above the Capital Trigger Event level of 5.125%. Westpac’s Common Equity Tier 1 Capital Ratio on a Level 1 basis of 12.6% as at 31 March 2021 equates to a surplus of $31.5 billion of Common Equity Tier 1 Capital above the Capital Trigger Event level of 5.125%. Following the finalisation of the Prudential Standards described in Section 4.2.3, Westpac’s Common Equity Tier 1 Capital Ratio, and the surplus of Common Equity Tier 1 Capital Westpac holds above the Capital Trigger Event level of 5.125%, the Distribution Restriction Trigger of 8% and for illustrative purposes the 10.5% unquestionably strong benchmark may differ from current levels. In addition, given Westpac’s excess capital and franking credits, the Board will consider a return of capital, with an update expected at Westpac’s 2021 full year financial results. This may also have the effect of reducing Westpac’s Common Equity Tier 1 Capital Ratio and the buffer above the Capital Trigger Event level of 5.125% and Distribution Restriction Trigger of 8.0% which increases the risk of Conversion of the Notes and/or non-payment of Distributions on the Notes. See Sections 4.2.4 to 4.2.5 for more information about Westpac’s Common Equity Tier 1 Capital Ratio. The graph in this Section 2.5.2 illustrates the historical Common Equity Tier 1 Capital Ratio of Westpac on a Level 1 and Level 2 basis. Westpac’s Common Equity Tier 1 Capital Ratio (Level 1 and Level 2 basis) (%)

CET 1 ratio - Level 1 CET1 ratio - Level 2 AT1 Trigger Level 1 Level 2 12.6% 12.3%

11.4% 11.0% 11.1% 11.1% 10.6% 10.5% 10.6% 10.7% 10.7% 10.8% 10.2% 10.4% 10.5% 10.6% 9.7% 10.0% 10.4% 9.5%

5.125%

Sep-16 Mar-17 Sep-17 Mar-18 Sep-18 Mar-19 Sep-19 Mar-20 Sep-20 Mar-21

The graph in this Section 2.5.2 is for illustrative purposes only and does not indicate, guarantee or forecast Westpac’s Common Equity Tier 1 Capital Ratio. The ratio may be higher or lower and may be affected by regulatory change, changes in the level of capital, changes in RWA calculations, and/or unexpected events affecting Westpac’s business, operations and financial condition. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 31 Westpac Westpac Capital Notes 8 Terms clauses 5.5, 9.1 5.7, and 16.2 (definition of “VWAP Period”) Further information Westpac Capital Notes 8 Terms clauses 5.3, 5.8 5.4, 5.7, and 9.1 CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC the Maximum Conversion Number (which, applied on a the Maximum Conversion that price Share based on an Ordinary of this kind, is Conversion of the time of issue at price Share 20% of the Ordinary reflects and the Notes); in the same manner as if Number calculated the Conversion Date on the Scheduled Conversion occurring was Conversion will be the Period the VWAP that except Section 2.2.7) (see place took Shares of Ordinary in which trading Days 5 Business but not including, the Capital Trigger preceding, immediately Conversion Event Trigger or Non-Viability Date Conversion Event as applicable. Date, Event Conversion Date is not subject to the Scheduled Conversion the Scheduled Conversion is not subject to Date Conversion Event the application due to means that, This being satisfied. Conditions on the market depending Number, of the Maximum Conversion (in the case of Holders may the time, at Shares of Ordinary price (in the case of a Non- to likely and are Event) a Capital Trigger than approximately significantly less receive Event) Trigger Viability of $100 per Note). Value (based on the Initial Face per Note $101.01 of Value than the Face less worth Shares Ordinary If Holders receive received value The as a consequence. loss will suffer they the Notes, and reason any for does not occur be nothing if Conversion may (Sydney 5.00pm by reason any for not issued are Shares Ordinary Event the Capital Trigger after Day on the fifth Business time) (as Date Conversion Event Trigger or Non-Viability Date Conversion be). the case may to the lower of: the lower to • • on a Shares Ordinary into of Notes In addition, the Conversion Trigger or Non-Viability Date Conversion Event Capital Trigger support, Westpac would become non-viable, all Notes must be must all Notes non-viable, become would support, Westpac Value. their full Face at Converted the discretion is at will occur Event Trigger Non-Viability a Whether on when it specific guidance of APRA. APRA has not provided no currently are and there be non-viable an entity to will consider that APRA has indicated this. However, for precedents Australian could Non-viability insolvency. arise prior to to is likely non-viability from is suffering in which an entity include situations to be expected or in the public money or cannot raise significant financial stress market. private or Event a Capital Trigger following Converted are If Notes is that of each Note then in respect Event Trigger Non-Viability equal Shares a number of Ordinary receive Holders will Converted, conversion, write-off or write down of other capital instruments of other capital instruments down or write write-off conversion, or injection of capital, or a public sector Group) of the Westpac would it, Westpac without because, support, is necessary equivalent non-viable. become must Westpac occurring, Event Trigger Upon a Non-Viability reason any for does not occur if Conversion otherwise, (or Convert 5.00pm by reason any for not issued are Shares and Ordinary the Non-Viability after Day on the fifth Business time) (Sydney to), the rights attaching terminate Date, Conversion Event Trigger Value of the Face such percentage (or of the Notes number that the amount of any (when added to as is necessary of the Notes) down) written or written-off converted, Securities other Relevant a Where will no longer be non-viable. Westpac APRA that satisfy to APRA has determined because occurs Event Trigger Non-Viability injection of capital, or equivalent without a public sector that Summary notifies when APRA occur will Event Trigger A Non-Viability (or of the Notes Conversion it believes in writing that Westpac Information about Westpac Capital Notes 8 Notes Capital about Westpac Information Trigger Trigger or Event Non-Viability Event? Trigger Ordinary Ordinary will Shares on I receive Conversion following a Capital Trigger Event Event Trigger 2.5.4 How many Topic 2.5.3 Non-Viability SECTION 2 SECTION 32 WESTPAC CAPITAL NOTES 8

SECTION 2 Information about Westpac Capital Notes 8

Further Topic Summary information

2.5.5 Is there a Yes. The Maximum Conversion Number is used to limit the number Westpac limit on the of Ordinary Shares to be issued on Conversion following a Capital Capital Notes number of Trigger Event or Non-Viability Trigger Event. 8 Terms Ordinary clauses 9.1 to The example in this Section 2.5.5 illustrates how many Ordinary Shares I will 9.8 Shares may be issued for each Note on Conversion following a receive on Capital Trigger Event or Non-Viability Trigger Event, assuming a Conversion VWAP of $3.00 and an Issue Date VWAP of $25.00. This example following is for illustrative purposes only. The actual VWAP, Issue Date a Capital VWAP and Maximum Conversion Number may be higher or lower Trigger than provided in this example, and may be adjusted in certain Event or circumstances as outlined in the Westpac Capital Notes 8 Terms. Non-Viability Trigger Event? Step 1 - Calculate the Conversion Number of Ordinary Shares for each Note Face Value $100.00 Divide by 0.99 x VWAP $2.97 Ordinary Shares per Note 33.6700

Step 2 - Calculate the Maximum Conversion Number for each Note applicable to Conversion in the case of a Capital Trigger Event or Non-Viability Trigger Event Face Value $100.00 Divide by 0.20 x Issue Date VWAP $5.00 Ordinary Shares per Note 20.0000

Step 3 - Assess the effect of the Maximum Conversion Number In this example, the Maximum Conversion Number is lower than the Conversion Number of Ordinary Shares for each Note. As a result, the number of Ordinary Shares a Holder would receive for each Note would be limited to the Maximum Conversion Number of Ordinary Shares for each Note. For example, a Holder of a single Note would receive 20 Ordinary Shares on Conversion in the case of a Capital Trigger Event or Non-Viability Trigger Event (any fraction of an Ordinary Share to be allotted in respect of a Holder’s aggregate holding of Notes will be disregarded). If those Ordinary Shares were sold on ASX at the same price as the VWAP (being $3.00), the Holder would receive $60.00, thereby suffering a loss of $40.00 on their investment of $100.00 on the Initial Face Value of the Note. The Maximum Conversion Number will be announced by Westpac to ASX at the time of issue of the Notes. The Maximum Conversion Number may be adjusted up or down to reflect transactions affecting the capital of Westpac (including bonus issues, share splits, consolidations or other similar transactions not involving any cash payment (or the giving of any other form of consideration) to or by holders of Ordinary Shares) as set out in the Westpac Capital Notes 8 Terms. The Maximum Conversion Number will not be adjusted to reflect other transactions which may affect the price of Ordinary Shares, including, for example, rights issues, returns of capital, buy-backs, special dividends, demergers and other corporate actions. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 33 Further information Westpac Capital Notes 8 Terms clause 5.9 Westpac Capital Notes 8 Terms clause 16.2 of (definition “Acquisition Event”) Westpac Capital Notes 8 Terms clauses 4.2(a)(ii) and 5.9(b) Further information Westpac Capital Notes 8 Terms clause 5.8 CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC Acquisition Acquisition before (but not including) the Acquisition Event Event (but not including) the Acquisition before 13 subject to a modified application of the Second Scheduled Scheduled of the Second a modified application subject to a takeover bid is made for Ordinary Shares and certain conditions conditions and certain Shares Ordinary bid is made for a takeover or satisfied; are and certain and approved is proposed a scheme of arrangement satisfied. are conditions all rights in relation to those Notes will be terminated immediately immediately will be terminated Notes those to all rights in relation or Non-Viability Date Conversion Event on the Capital Trigger and Holders be), (as the case may Date Conversion Event Trigger and in those Notes their investment of will lose all of the value or unpaid Distributions. compensation any not receive will they those Notes will not be Converted in respect of such Capital in respect not be Converted will those Notes may (as the case Event Trigger or Non-Viability Event Trigger on any or Transferred Redeemed and will not be Converted, be) and subsequent date; The Second Scheduled Conversion Condition will apply in a Condition Scheduled Conversion Second The Conversion such that Event an Acquisition following modified form during the Shares of Ordinary the VWAP unless will not occur Days 20 Business VWAP. Date of the Issue than 20.20% is greater Date Conversion An Acquisition Event will occur where: occur will Event An Acquisition • • where occurred have will not Event an Acquisition However, of the holding company ultimate as the is replaced Westpac with the in accordance Successor an Approved by Group Westpac 8 Terms. Capital Notes Westpac • Summary an following all of the Notes Convert must Westpac Event Section 2.6.3). (see Condition Conversion government authority, including regarding the insolvency, Winding Winding the insolvency, including regarding authority, government of as a result of Westpac, administration Up or other external under with its obligations comply to inability or failure Westpac’s Conversion, to in relation of the Notes and conditions the terms COVID-19 due to example, (for delays of operational or as a result of Westpac systems and facilities to on access restrictions related any for not issued are Shares and the Ordinary its agents)) and/or the after Day on the fifth Business time) (Sydney 5.00pm by reason Event Trigger or Non-Viability Date Conversion Event Capital Trigger then: be), may (as the case Date Conversion • Summary (including, occur does not of Notes Conversion reason any If for or action of any of a court order law, applicable due to example, for Information about Westpac Capital Notes 8 Notes Capital about Westpac Information Automatic Conversion – Acquisition Event – Acquisition Conversion Automatic Acquisition Acquisition Event Conversion Conversion an following Event Event Conversion Conversion of Westpac Capital 8 – Notes Acquisition Event following following a Capital Trigger or Event Non-Viability Event? Trigger if Westpac if Westpac does not issue Ordinary for Shares reason any 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 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 Days after the occurrence of the Acquisition Event on which trading in Ordinary Shares takes place, immediately preceding, but not including, preceding, immediately place, takes Shares in Ordinary on which trading Event of the Acquisition the occurrence after Days Date. Conversion Event the Acquisition before Day the Business 2.6.3 Conditions on 2.6.2 Acquisition 2.6.1 Automatic Topic Topic 2.5.6 What happens Note: 13. 2.6 SECTION 2 SECTION 34 WESTPAC CAPITAL NOTES 8

SECTION 2 Information about Westpac Capital Notes 8

Further Topic Summary information

2.6.4 How many If Notes are Converted following an Acquisition Event, Holders will Section 2.2.7 Ordinary receive a variable number of Ordinary Shares on the Conversion Westpac Shares will Date equal to the Conversion Number calculated in the same Capital Notes I receive on manner as if Conversion was occurring on the Scheduled Conversion 8 Terms Conversion Date (see Section 2.2.7), subject to the following adjustments: clauses following an • the VWAP Period will be the 20 Business Days14 on which trading 5.9(b), 9.1 Acquisition in Ordinary Shares took place immediately preceding, but not and 16.2 Event? including, the Acquisition Event Conversion Date; (definition • the First Scheduled Conversion Condition will not apply; and of “VWAP Period”) • the Second Scheduled Conversion Condition will be applied as if the reference to 50.51% were a reference to 20.20%.

2.7 Ranking of the Westpac Capital Notes 8 in a Winding Up Further Topic Summary information

2.7.1 Ranking of In the event of a Winding Up (and assuming the Notes are still on Sections 1.4, Westpac issue and have not been Redeemed or Converted or otherwise had 5.1.11, 5.1.12, Capital Notes the rights attaching to them terminated following a Capital Trigger 5.1.25 and 8 in a Winding Event or Non-Viability Trigger Event), the right of Holders to receive 5.1.26 Up a return of capital will rank ahead of Ordinary Shares, equally Westpac among themselves and with Equal Ranking Capital Securities, but Capital Notes subordinated to Senior Creditors. The ranking of the Notes in a 8 Terms Winding Up will be adversely affected if a Capital Trigger Event or clauses 2, a Non-Viability Trigger Event occurs. It is likely that such an event 5.8, 9.9 and would occur prior to a Winding Up, requiring the Conversion of 13.4 Notes. If Conversion has occurred, Holders will hold Ordinary Shares and will rank equally with other holders of Ordinary Shares. However, if for any reason Conversion of Notes following a Capital Trigger Event or Non-Viability Trigger Event does not occur (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 operational delays (for example, due to COVID-19 related restrictions on access to facilities and systems of Westpac and/or its agents)) and the Ordinary Shares are not issued for any reason by 5.00pm (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 • 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).

Note: 14. 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. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 35 8 Terms 8 Terms clause 14.7 Section 5.1.24 Section 5.1.24 Westpac Capital Notes 8 Terms clause 14.2 Westpac Capital Notes 8 Terms clause 14.7 Westpac Capital Notes 8 Terms clause 14.3 Section 7.4.4 Westpac Capital Notes Further information Westpac Capital Notes 8 Terms clauses 5.10 and 13.4 CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC Westpac is replaced by an Approved Successor as the ultimate as the ultimate Successor an Approved by is replaced Westpac and Group; of the Westpac holding company of the debtor as the Successor of the Approved a substitution is effected on Conversion shares of ordinary and the issuer Notes 8 Terms, Notes Capital under the Westpac due in respect of the Notes against any amount of any nature nature amount of any any against of the Notes due in respect (as Westpac the Holder to the Holder or by to Westpac by owed applicable). meeting of Westpac general any at vote right to no Holders have Conversion. before a at rights which can be exercised voting certain Holders have Deed Poll. meeting of Holders, as set out in the Notes holders of Ordinary Holders will become Conversion, Following Shares. Ordinary to attach rights that the voting and have Shares Westpac may issue other securities, including further Notes, or other securities, including further Notes, issue may Westpac equally with, ahead of or behind rank other Capital Securities that dividends, return of distributions, whether in respect the Notes without the Up or otherwise, of capital or principal in a Winding of Holders. approval in new participate Holders to do not carry a right for Notes The securities. of Westpac issues amounts set-off any Holder is entitled to nor any Neither Westpac be triggered but Westpac may instead be allowed to make make to be allowed instead may but Westpac be triggered is obtained) approval prior written APRA’s amendments (provided Notes of the as the debtor Successor the Approved substitute to make and to on Conversion issued shares of ordinary and the issuer 8 Terms. Capital Notes Westpac the other amendments to certain if: Accordingly, • • on Shares Successor Approved accept Holders will be obliged to on Conversion. Shares Ordinary and will not receive Conversion, In these circumstances, Holders will lose all of the value of lose all of the value Holders will In these circumstances, any will not receive and they Notes in those their investment no will have and those Notes or unpaid Distributions compensation Up. in a Winding ranking on a will rank Notes of the way representation a diagrammatic For see Section 1.4. Up, Winding meet to available of Westpac on the assets effect the potential For is replaced Westpac Up where in a Winding the claims of a Holder of the holding company as the ultimate Successor an Approved by 5.1.25. see Section Group, Westpac company holding as the ultimate is replaced Westpac Where and certain Successor an Approved by Group of the Westpac will not of the Notes Conversion satisfied, are other conditions Summary Information about Westpac Capital Notes 8 Notes Capital about Westpac Information Other key features of the Westpac Capital Notes 8 Notes Capital Westpac of the features key Other Westpac securities by securities by Westpac in future of issues securities by on future on future of issues Successor Up (continued) Westpac Westpac Capital Notes 8 in a Winding Voting rights Voting No set-off 2.8.5 2.8.4 2.8.3 Participation 2.8.2 No restriction 2.8.1 Approved Topic 2.7.1 Ranking of 2.8 SECTION 2 SECTION 36 WESTPAC CAPITAL NOTES 8

SECTION 2 Information about Westpac Capital Notes 8

Further Topic Summary information

2.8.6 Notes Deed A trustee has not been appointed for the Notes. Instead, a Notes See the final Poll Deed Poll will be made by Westpac in favour of each person who is form of the from time to time a Holder. Notes Deed Poll, available The Notes Deed Poll will contain: at Westpac’s • the agreement of Westpac to observe its obligations as set out in website at the Westpac Capital Notes 8 Terms; westpac. • an obligation on Westpac to appoint the Registrar and procure com.au/ the Registrar to establish and maintain a Westpac Capital Notes 8 westpaccap Register; and notes8 • provisions for meetings of Holders. Holders will be bound by the terms of the Notes Deed Poll, the Westpac Capital Notes 8 Terms and this Prospectus when Notes are Allotted or transferred to them or they purchase Notes. The Registrar will hold the original executed Notes Deed Poll on behalf of Holders. Each Holder can enforce the obligations of Westpac under the Notes Deed Poll and the Westpac Capital Notes 8 Terms independently of the Registrar and each other Holder. The Notes Deed Poll is expected to be executed by Westpac on or around the date of the Bookbuild. An electronic copy of the final form of the Notes Deed Poll can be viewed and downloaded from Westpac’s website at westpac.com.au/westpaccapnotes8. The final form of the Notes Deed Poll is incorporated by reference into this Prospectus. WESTPAC CAPITAL NOTES 8 37 1

Reinvestment 2 Offer for 3

Westpac Capital 4 Notes 4 5 SECTION 3

This Section sets out:

3.1 Overview of Westpac Capital Notes 4 and the Reinvestment Offer 6 3.2 Key details of the Reinvestment Offer 3.3 Options for Westpac Capital Notes 4 holders 3.4 Key differences between Westpac Capital Notes 4 and Westpac Capital Notes 8 3.5 Risks associated with the Reinvestment Offer 7 3.6 Further information about Westpac Capital Notes 4 and the Reinvestment Offer 8 APPENDIX A APPENDIX B

SECTION 3 Reinvestment Offer for Westpac Capital Notes 4

3.1 Overview of Westpac Capital Notes 4 and the Reinvestment Offer

Topic Summary

3.1.1 What are Westpac Capital Notes 4 are fully paid, non-cumulative, convertible, transferable, Westpac redeemable, subordinated, perpetual, unsecured notes issued by Westpac. Westpac Capital Capital Notes 4 were issued on 30 June 2016 and trade on ASX under the code Notes 4? WBCPG.

3.1.2 What is On 20 December 2021, Westpac has the option under the Westpac Capital Notes 4 happening Terms to: to Westpac • redeem all or some Westpac Capital Notes 4 for their face value of $100 (subject Capital to APRA’s prior written approval, which may or may not be given); and/or Notes 4? • arrange for the transfer of all or some Westpac Capital Notes 4 for their face value of $100 to a nominated third party selected by Westpac; and/or • convert all or some Westpac Capital Notes 4 into Ordinary Shares. Westpac intends to issue a redemption notice to redeem all outstanding Westpac Capital Notes 4 (for $100 per Westpac Capital Note 4) on 20 December 2021. The redemption notice will be lodged on ASX when issued by Westpac.

3.1.3 What is the The Reinvestment Offer is an opportunity for Eligible Westpac Capital Notes 4 Reinvestment Holders to apply to reinvest all or some of their Westpac Capital Notes 4 in Offer? Westpac Capital Notes 8 (and apply for additional Westpac Capital Notes 8). Any reinvestment in Westpac Capital Notes 8 will occur before the intended redemption of Westpac Capital Notes 4 on 20 December 2021.

3.1.4 What is the Westpac Capital Notes 4 that are reinvested in Westpac Capital Notes 8 under the difference Reinvestment Offer are referred to in this Prospectus as Participating Westpac between Capital Notes 4. Westpac Capital Notes 4 that are not reinvested in Westpac Participating Capital Notes 8 under the Reinvestment Offer are referred to in this Prospectus as Westpac Non-Participating Westpac Capital Notes 4. Capital Notes 4 and Non- Participating Westpac Capital Notes 4?

3.1.5 What happens To facilitate the Reinvestment Offer, Westpac lodged a transfer notice in respect to Participating of Participating Westpac Capital Notes 4 only on ASX on 17 August 2021. In Westpac accordance with that transfer notice, any Participating Westpac Capital Notes 4 will Capital be transferred to the Westpac Capital Notes 4 Nominated Party on 15 September Notes 4 upon 2021 and the transfer proceeds ($100 per Participating Westpac Capital Note 4) reinvestment? will be automatically applied towards the subscription for Westpac Capital Notes 8. Participating Westpac Capital Notes 4 Holders will be Allocated one Westpac Capital Note 8 for each Participating Westpac Capital Note 4.

3.1.6 What happens Any Non-Participating Westpac Capital Notes 4 will remain on issue following to Non- completion of the Reinvestment Offer and will be dealt with in accordance with Participating the Westpac Capital Notes 4 Terms. All rights attaching to the Non-Participating Westpac Westpac Capital Notes 4 will continue, including to any distributions determined to Capital be paid. Notes 4? If Non-Participating Westpac Capital Notes 4 are redeemed by Westpac on 20 December 2021 as intended by Westpac (see Section 3.1.2), the redemption proceeds ($100 per Non-Participating Westpac Capital Note 4) will be paid to Non-Participating Westpac Capital Notes 4 Holders. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 39 CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC dispose of or otherwise successfully deal with those Participating Westpac Capital Westpac deal with those Participating dispose of or otherwise successfully 4. Notes proceeds of the transfer on the reinvestment duty is payable or stamp No brokerage or an Offer 4 under the Reinvestment Capital Notes Westpac of Participating all Ordinary that 8, provided Capital Notes additional Westpac for Application time. that at on ASX quoted are Shares Westpac will give priority to Applications received under the Reinvestment Offer Offer under the Reinvestment received Applications priority to will give Westpac the when Allocating Brokers) Syndicate made through (including Applications additional for Applications not apply to priority does 8. This Capital Notes Westpac 4 Holders (as further Notes Capital Eligible Westpac 8 by Capital Notes Westpac described in Option 1 in Section 3.3). in the participate who apply to 4 Holders Capital Notes Eligible Westpac No. on their holding lock being placed a to agree to taken are Offer Reinvestment of the pending completion reinvestment, for 4 elected Capital Notes Westpac will not be able to the holding lock has been applied, you Once Offer. Reinvestment holders must be registered holders of Westpac Capital Notes 4 shown on the 4 shown Capital Notes of Westpac holders be registered holders must being Date, Record Offer Reinvestment on the time) (Sydney 7.00pm at Register in Australia. an address as having 2021 10 August Capital one Westpac 4 Holders will be Allocated Capital Notes Westpac Participating on 15 September 4 reinvested Note Capital Westpac each Participating 8 for Note 4 set out in Notes Capital on Westpac the distributions and will be entitled to 2021 3.3. Option 1 in Section Offer. apply under the Reinvestment to details of how for Section 8.2.1 to Please refer Summary Capital Notes 4 Westpac Offer, in the Reinvestment participate be eligible to To Reinvestment Offer for Westpac Capital Notes 4 Notes Capital Westpac for Offer Reinvestment Key details of the Reinvestment Offer the Reinvestment details of Key brokerage or brokerage duty stamp payable? Capital Notes 4 Capital Notes 4 be sold after an Application under the Reinvestment has been Offer made? received received under the Reinvestment have Offer priority? to participate participate to in the Reinvestment Offer? Participating Participating Westpac Capital Notes 4 Holders receive? to participate participate to in the Reinvestment Offer? How do I apply do How Who is eligible Who 3.2.6 Is any 3.2.5 Can Westpac 3.2.4 Do Applications 3.2.3 3.2.2 What will Topic 3.2.1 3.2 SECTION 3 SECTION 40 WESTPAC CAPITAL NOTES 8

SECTION 3 Reinvestment Offer for Westpac Capital Notes 4

3.3 Options for Westpac Capital Notes 4 holders Eligible Westpac Capital Notes 4 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 4 Holders.

Topic Summary

Option 1 – Reinvest • Eligible Westpac Capital Notes 4 Holders may apply to participate in the all or some of your Reinvestment Offer in respect of all or some of their Westpac Capital Notes 4 Westpac Capital held on the Reinvestment Offer Record Date. See Section 8.2.1 for details on how Notes 4 in Notes to apply. • You do not need to submit an Application Payment in respect of Westpac Capital Notes 4 being reinvested as the transfer proceeds ($100 per Westpac Capital Note 4) will be automatically reinvested in the equivalent number of Westpac Capital Notes 8. • If you choose to reinvest all of your Westpac Capital Notes 4, you may also apply for additional Westpac Capital Notes 8. You will need to submit an Application Payment for any additional Westpac Capital Notes 8. See Section 8.2.1 for details on how to apply. • You will be paid the First Pro-Rata Westpac Capital Notes 4 Distribution of $0.7273 on 15 September 2021 for each Participating Westpac Capital Note 4 held on the record date, being 7 September 2021, provided the distribution payment conditions in the Westpac Capital Notes 4 Terms are satisfied. This is the last distribution you will receive on any Participating Westpac Capital Notes 4. • If you choose not to participate or participate partially in the Reinvestment Offer in respect of only some of your Westpac Capital Notes 4, please see Option 2 below in respect of any Non-Participating Westpac Capital Notes 4.

Option 2 – Do not • If you are a Non-Participating Westpac Capital Notes 4 Holder, no further action participate in the is required and you can continue to hold your Non-Participating Westpac Capital Reinvestment Offer Notes 4, which will be dealt with in accordance with the Westpac Capital Notes 4 Terms. • Westpac intends to arrange for the redemption of all remaining Westpac Capital Notes 4 on 20 December 2021. If the intended redemption were to occur, you will be paid the redemption proceeds of $100 per Non-Participating Westpac Capital Note 4 that you still hold on that date. • You will be paid the following distributions on Non-Participating Westpac Capital Notes 4: – the First Pro-Rata Westpac Capital Notes 4 Distribution of $0.7273 on 15 September 2021 for each Westpac Capital Note 4 held on the record date, being 7 September 2021; – the Second Pro-Rata Westpac Capital Notes 4 Distribution on 30 September 2021 for each Westpac Capital Note 4 held on the record date, being 22 September 2021; and – the intended Final Westpac Capital Notes 4 Distribution on 20 December 2021 for each Westpac Capital Note 4 held on the record date, being 10 December 2021, in each case provided that the distribution payment conditions in the Westpac Capital Notes 4 Terms are satisfied. • Non-Participating Westpac Capital Notes 4 Holders may choose to sell their Non-Participating Westpac Capital Notes 4 on ASX at the prevailing market price, which may be higher or lower than the redemption proceeds of $100 (if the intended redemption were to occur). The last day of trading for Westpac Capital Notes 4 is expected to be 8 December 2021. It is also expected that off-market transfers of Westpac Capital Notes 4 will not be accepted after 10 December 2021. You may be required to pay applicable brokerage if you choose to sell Westpac Capital Notes 4 on ASX. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 41 CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC Capital Notes 4 on 20 December 4 on 20 December Capital Notes 2021 on scheduled conversion Yes, optional 2023, 20 December on 20 December conversion of occurrence or following 2021 event, or regulatory a tax event event, an acquisition or following certain in each case subject to conditions payment conditions payment of 4.90% per annum margin but date maturity No fixed into convert scheduled to on 20 December Shares Ordinary of satisfaction to (subject 2023 conditions) scheduled conversion and in 2021 on 20 December Yes, specified circumstances certain of Participating in respect Yes, 4 on Capital Notes Westpac or in respect 2021 15 September Westpac of Non-Participating Westpac Capital Notes 4 Capital Notes Westpac WBCPG non-cumulative, Discretionary, payable distributions, rate floating subject to in arrear, quarterly of distribution the satisfaction following an Acquisition Event Event an Acquisition following (as described in Section 2.6), certain each being subject to conditions specified circumstances (as specified circumstances described in Section 2.3) 2029, on 21 September Yes, 2030 21 March 2029, 21 December and in certain or 21 June 2030, (see specified circumstances Section 2.3) on Scheduled Conversion Yes, (as described in 21 June 2032 Section 2.2), Optional Conversion (as described in Section 2.4) or Margin is expected to be in the to is expected Margin per 3.10% 2.90% to of range at annum and will be determined the end of the Bookbuild but date maturity No fixed into Convert scheduled to on 21 June Shares Ordinary satisfaction to (subject 2032 of the Scheduled Conversion Conditions) 2029, on 21 September Yes, 2030 21 March 2029, 21 December and in certain or 21 June 2030, Note – unsecured subordinated debt obligation subordinated – unsecured Note non-cumulative, Discretionary, payable Distributions, rate floating the subject to in arrear, quarterly of the Distribution satisfaction Conditions Payment Yes x (1 – tax rate) rate) + 3 month BBSW (margin Westpac Capital Notes 8 Capital Notes Westpac Westpac $100 WBCPK Reinvestment Offer for Westpac Capital Notes 4 Notes Capital Westpac for Offer Reinvestment Westpac Capital Notes 4 Notes Capital Westpac Key differences between Westpac Capital Notes 8 and Notes Capital Westpac between differences Key Potential conversion to Ordinary Ordinary to conversion Potential than on a Capital (other Shares or Non-Viability Event Trigger Event) Trigger Transfer to a nominated party at party at a nominated to Transfer the issuer’s option Redemption at the issuer’s at Redemption prior APRA’s to option (subject approval) written Maturity date Maturity Distribution rate Distribution Margin Distributions be fully franked to Expected Issue price Issue code ASX form Legal Issuer other professional adviser before deciding to invest in the Westpac Capital Notes 8. Notes Capital in the Westpac invest deciding to adviser before other professional The following table describes the key features of Westpac Capital Notes 4 and the Westpac Capital Notes 8 and Capital Notes 4 and the Westpac Notes Capital of Westpac features the key table describes following The between description of the differences table is not an exhaustive This them. between highlights the differences the differences about questions any have 8. If you Capital Notes 4 and the Westpac Capital Notes Westpac financial or your from should seek advice 8, you Capital Notes 4 and the Westpac Capital Notes Westpac between The terms and conditions of Westpac Capital Notes 4 and Westpac Capital Notes 8 are similar. However, there are are there However, similar. 8 are Capital Notes 4 and Westpac Capital Notes of Westpac and conditions terms The should be you 8 which Capital Notes 4 and the Westpac Capital Notes Westpac between differences some key Offer. 4 under the Reinvestment Capital Notes Westpac your reinvest to deciding whether of before aware 3.4 SECTION 3 SECTION 42 WESTPAC CAPITAL NOTES 8

SECTION 3 Reinvestment Offer for Westpac Capital Notes 4

Westpac Capital Notes 8 Westpac Capital Notes 4

Conversion to Ordinary Shares Yes, following a Capital Trigger Event or Non-Viability Trigger Event on a Capital Trigger Event or If a Capital Trigger Event or Non-Viability Trigger Event occurs and Non-Viability Trigger Event Conversion of the notes 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), 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 8 and Westpac Capital Notes 4

Ranking in a Winding Up of If notes are on issue at the time of a Winding Up, they will rank ahead of Westpac Ordinary Shares, 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

3.5 Risks associated with the Reinvestment Offer

Topic Summary

3.5.1 What are the The Reinvestment Offer is not a simple rollover into a similar investment. By risks associated participating in the Reinvestment Offer, you will be making an investment in Westpac with the Capital Notes 8. For further information about the risks relating to an investment Reinvestment in Westpac Capital Notes 8 and in Westpac, see Section 5. These risks should be Offer? considered carefully before you apply to reinvest in Westpac Capital Notes 8 under the Reinvestment Offer or apply for additional Westpac Capital Notes 8. There are also the risks that you may not receive the full Allocation of Westpac Capital Notes 8 that you apply for or that the Offer does not proceed (and the transfer of Participating Westpac Capital Notes 4 does not occur). See Option 2 in Section 3.3 and Section 3.6.4 for further details. If following the Reinvestment Offer, you hold both Westpac Capital Notes 8 and any Non-Participating Westpac Capital Notes 4, you will hold two securities with different terms and conditions until, as intended by Westpac, your Non-Participating Westpac Capital Notes 4 are redeemed by Westpac (for $100 per Westpac Capital Note 4) on 20 December 2021. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 43 CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC redeemed on 20 December 2021 as intended by Westpac); and Westpac); by as intended 2021 on 20 December redeemed 2021 on 20 December 4 Distribution Capital Notes Westpac Final the intended distribution that for date 4 held on the record Capital Note each Westpac for 4 Capital Notes in the Westpac conditions payment the distribution (provided satisfied). are Terms the First Pro-Rata Westpac Capital Notes 4 Distribution on 15 September 2021 for for 2021 on 15 September 4 Distribution Capital Notes Westpac Pro-Rata the First 2021 September being 7 date, 4 held on the record Capital Note each Westpac 4 Capital Notes in the Westpac conditions payment the distribution (provided satisfied); are Terms 2021 on 30 September 4 Distribution Capital Notes Westpac Pro-Rata the Second being 22 September date, 4 held on the record Capital Note each Westpac for Capital Notes in the Westpac conditions payment the distribution (provided 2021 satisfied); are 4 Terms hold still 4 you Capital Note of $100 per Westpac proceeds the redemption 4 are Notes Capital Westpac all remaining (provided on 20 December 2021 the transfer of Participating Westpac Capital Notes 4 to the Westpac Capital the Westpac to 4 Capital Notes Westpac of Participating the transfer $100 per Participating for 2021 on 15 September Party 4 Nominated Notes 4; Capital Note Westpac Notes Capital Westpac of Participating or conversion redemption the potential on Party 4 Nominated Capital Notes the Westpac to their transfer 4 following and 2021; 15 September the and 4 Distribution Notes Capital Westpac Pro-Rata of the First the payment 4 Distribution. Notes Capital Westpac Pro-Rata Second • 4 does Capital Notes Westpac of Non-Participating in respect If the redemption the Non-Participating reason, any for 2021 on 20 December as intended not occur them will to and all rights attaching on issue 4 will remain Capital Notes Westpac be paid, until otherwise dealt to determined distributions any including to continue, a See Section 3.4 for 4 Terms. Capital Notes with the Westpac with in accordance 4. Capital Notes of Westpac features description of the key If you have elected to apply to reinvest all or some of your Westpac Capital Notes 4 Capital Notes Westpac all or some of your reinvest apply to to elected have If you Capital Westpac your does not proceed, and the Offer Offer under the Reinvestment with the Westpac and be dealt with in accordance issue on 4 will remain Notes will be paid: You 4 Terms. Capital Notes • • • Distribution payments to all Westpac Capital Notes 4 holders will be made in Capital Notes all Westpac to payments Distribution may You on the Register. recorded instructions payment with your accordance on the time) (Sydney 5.00pm up to with the Registrar amend these instructions payment. the relevant for date record will be proceeds 4, transfer Capital Notes Westpac of Participating In respect 8. Capital Notes Westpac the subscription for applied towards automatically of consequences taxation about the general information Section 6 provides Offer. in the Reinvestment participating Offer in the Reinvestment of participating consequences taxation Australian The taxation own should obtain your You individual circumstances. will depend on your 4. Notes Capital hold or dispose of Westpac you before advice Westpac has amended the Westpac Capital Notes 4 Terms primarily to facilitate the facilitate primarily to 4 Terms Capital Notes has amended the Westpac Westpac enable: in particular to Offer, Reinvestment • • • on with ASX Westpac lodged by were Terms 4 Capital Notes amended Westpac The 2021. 17 August Summary Reinvestment Offer for Westpac Capital Notes 4 Notes Capital Westpac for Offer Reinvestment Reinvestment Offer Reinvestment Further information about Westpac Capital Notes 4 and the 4 and the Notes Capital Westpac about information Further Westpac Westpac 4 Capital Notes does not occur as intended? happen if the redemption of Non- Participating Reinvestment Reinvestment Offer? if the Offer does not proceed? proceeds be proceeds made? the taxation consequences of the payments of payments distributions and transfer Terms been been Terms amended? the Westpac the Westpac Capital Notes 4 3.6.5 What will 3.6.4 What happens 3.6.3 What are 3.6.2 How will Topic 3.6.1 Why have 3.6 SECTION 3 SECTION 44 WESTPAC CAPITAL NOTES 8

About Westpac

SECTION 4

This Section sets out:

4.1 Overview of Westpac’s business including summary financial information 4.2 Capital management strategy and capital ratios 4.3 Funding and liquidity 4.4 New and Ongoing Customer Support Measures

CAUTION – Westpac Capital Notes 8 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. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 45 CAPITAL NOTES 8 NOTES CAPITAL (WIB) delivers a broad a broad (WIB) delivers WESTPAC WESTPAC provides banking, wealth banking, wealth provides and BT brands, respectively. New New respectively. brands, and BT 2 is responsible for sales and service of sales and service for is responsible is responsible for sales and service of banking sales and service for is responsible Organisational structure Organisational a network of branches and ATMs across the North the North across and ATMs of branches a network and institutional and South Islands. Business and relationship through also served are customers and products Banking teams. product specialist while brand under the Westpac provided are services under provided are products and wealth insurance Life Westpac including infrastructure, maintains its own Zealand in accordance and treasury operations technology, requirements. with regulatory including cash flow finance, trade finance, equipment finance, trade finance, including cash flow Business also provided. are finance and property finance BankSA, St.George, under the Westpac, operates with works Business brands. and Bank of Melbourne, and select products divisions for the other operating products, including financial risk management services and mortgages. superannuation corporate Bank Institutional Westpac corporate, to and services financial products of range operating customers and government institutional and New Australia to, in, or with connections industry dedicated through WIB operates Zealand. with expert teams, product and specialist relationship banking, and in financing, transactional knowledge are Customers financial and debt capital markets. and via branches Australia throughout supported the US, UK Zealand, in New and subsidiaries located operating with all the Group’s and Asia. WIB works financial related of markets’ divisions in the provision interest and fixed exchange needs including foreign solutions. Zealand New Westpac consumer, for and services products and insurance Zealand. in New customers and institutional business banks: two through its business conducts Westpac which is incorporated Limited, Zealand New Westpac Banking Corporation and Westpac Zealand, in New in which is incorporated Branch), Zealand (New through operates Zealand New Westpac Australia. 4.1.2 of Australia markets its core on is focused Westpac of range a comprehensive providing Zealand, and New in meeting assist that and services financial products Westpac needs of customers. the financial services and ATM branch an extensive through operates call centres and capability, significant online network, and product relationship specialist by supported as the reported are operations managers. Westpac’s divisions: key following Consumer cards, credit mortgages, including banking products, to products and deposit savings personal loans, and under provided are Products in Australia. consumers Bank of Melbourne, BankSA, St.George, the Westpac, with the other works Consumer and RAMS brands. and in the sales, service, divisions in Australia operating such as services financial specialist of certain referral exchange. lending and foreign auto Business businesses SME and Commercial Australian for products million $200 up to generally (including Agribusiness) Wealth, division also includes Private The in exposure. high-net-worth meeting the personal banking needs of of banking wide range a division offers individuals. The support their borrowing, to and services products services Specialist needs. and transaction savings 21 0

1 Aug-2 19 0 2 Aug- 17 0 2 Aug- 15 0 2 Aug- About Westpac About 13 0 2 Aug- : Improving performance by building by performance : Improving : Returning to core businesses of banking in businesses core to : Returning business including summary including summary business financial information Overview of Westpac’s business business of Westpac’s Overview Overview of Westpac’s of Westpac’s Overview 11 0 : Addressing shortcomings by materially materially by shortcomings : Addressing 2 Westpac Ordinary Shares daily closing price Shares Ordinary Westpac Past performance is not necessarily an indicator of future performance. Source: IRESS. Source: performance. of future an indicator is not necessarily performance Past Limited. Life-NZ- the sale of Westpac for is in place An agreement customer loyalty and growth through service, service, through and growth loyalty customer the and resetting on returns, sharpening the focus sheet and engaged balance A strong base. cost of performance. the foundations form workforce reducing the complexity of technology. the complexity reducing Simplify some including exiting Zealand, and New Australia Rationalising locations. and international businesses it easier make to and simplifying processes products customers. for Perform Fix management of risk and risk culture, improving its pain points, completing customer reducing and program, remediation customer historical Aug- $5 $0 $40 $35 $30 $25 $20 $15 $10 $45 Note: 1. 2. $92 billion. $92 during the period Shares of Ordinary performance The is set out in the 2021 6 August to 2011 8 August from in this Section 4.1.1. graph Westpac’s Ordinary Shares and certain other securities certain and Shares Ordinary Westpac’s Westpac’s 2021, 6 August and, as at on ASX quoted are approximately was capitalisation market Share Ordinary As at 31 March 2021, Westpac and its controlled and its controlled Westpac 2021, 31 March As at billion. $889 of approximately assets entities had total • • that help guide its activities: that • relationships, being a leader in the community, being being a leader in the community, relationships, and, in so work to people want the best where a place In shareholders. for superior returns doing, delivering priorities has three Westpac on this strategy, delivering Westpac’s purpose is helping Australians and New and New purpose is helping Australians Westpac’s on deliver seeks to Its strategy succeed. Zealanders and enduring customer building deep this purpose by Westpac is one of Australia and New Zealand’s leading Zealand’s New and is one of Australia Westpac under multiple operating services, of financial providers North America Europe, in with a small presence brands, and Asia. 4.1.1 4.1 SECTION 4 SECTION 46 WESTPAC CAPITAL NOTES 8

SECTION 4 About Westpac

Specialist Businesses provides auto finance, Australian sheet, including managing the mismatch between life, investment products and services (including margin Group assets and liabilities. Treasury’s earnings lending and equities broking), superannuation and are primarily sourced from managing the Group’s retirement products as well as wealth administration balance sheet and interest rate risk, (excluding platforms. It also manages Westpac Pacific which Westpac New Zealand) within set risk limits; provides a full range of banking services in Fiji and • Chief Operating Office4, which includes Group Papua New Guinea. The division operates under the Technology function and Australian banking Westpac, St.George, BankSA, Bank of Melbourne, and operations and property services. Group BT brands. Specialist Businesses works with Consumer, Technology is responsible for technology strategy Business and WIB in the provision of select financial and architecture, infrastructure, applications services and products. The division comprises the development and business integration in Australia; operations that Westpac ultimately plans to exit. On and 1 July 2021, Westpac announced the sale of Westpac • Core Support5, which comprises functions General Insurance was completed and on 3 August performed centrally including strategy, finance, risk, 2021, Westpac announced the sale of Vendor Finance compliance, legal, human resources, customer and was completed. Agreements are in place for the sale of corporate relations, and Group head office costs. Westpac Pacific3, Westpac Lenders Mortgage Insurance, the motor vehicle finance and novated leasing On 17 March 2021, Westpac announced that it was businesses, and the Australian life insurance business. bringing together the leadership of its Consumer and Business divisions into a new Consumer and Westpac Group Businesses include: Business Banking division. There is no change in • Treasury, which is responsible for the management how Westpac reports its Consumer and Business of the Group’s balance sheet including wholesale division’s performance as there has been no change funding, capital and the management of liquidity. to the performance information provided internally to Treasury also manages the interest rate risk and Westpac’s key decision makers. foreign exchange risks inherent in the balance 4.1.3 Consolidated Income Statement and selected financial information6,7

Reported Reported 31 March 2020 31 March 2021 $m $m Interest income 14,684 11,434 Interest expense (5,684) (3,086) Net interest income 9,000 8,348 Non-interest income 1,604 2,338 Net operating income before operating expenses and impairment charges 10,604 10,686 Operating expenses (6,181) (5,997) Impairment (charges)/benefits (2,238) 372 Profit before income tax 2,185 5,061 Income tax expense (994) (1,616) Net profit for the period 1,191 3,445 Net profit attributable to non-controlling interests (1) (2) Net profit attributable to owners of Westpac Banking Corporation 1,190 3,443 Selected financial information Expense to income ratio 58.29% 56.12% Statutory earnings per Ordinary Share – basic (cents) 33.2 94.5 Fully franked dividends per Ordinary Share (cents) - 58

Note: 3. On 26 July 2021, Westpac announced that Papua New Guinea’s Independent Consumer and Competition Commission (ICCC) has released its draft determination indicating it proposes to deny authorisation to Kina Bank for the proposed acquisition of Westpac’s stake in Westpac Bank PNG Limited. Westpac and Kina Bank are currently reviewing the draft determination and intend to make further submissions to the ICCC before its final determination is issued in September 2021, following a public consultation period. 4. Chief Operating Office costs are fully allocated to other divisions in the Group. 5. Core Support costs are partially allocated to other divisions, while Group head office costs are retained in Group Businesses. 6. The Consolidated Income Statement has been derived from Westpac’s unaudited half year financial report as at and for the 6 months ended 31 March 2021. 7. Subsequent to 31 March 2021, Westpac has announced that agreements are in place for the sale of the motor vehicle finance and novated leasing businesses (announced on 28 June 2021), Westpac Life-NZ- Limited (announced on 6 July 2021) and the Australian life insurance business (announced on 9 August 2021). The potential financial impacts of these transactions on the Westpac Group are not reflected in the 31 March 2021 Income Statement and no related pro forma adjustments have been made to the financial information in this Section. Refer to Westpac’s relevant ASX announcements for further details, including Westpac’s assessment of financial implications of these transactions (these announcements can be accessed as described in Section 7.2.2). 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B

47 49 $m 2021 3,917 3,416 1,070 2,504 72,101 72,101 33,165 112,231 22,373 25,582 25,427 10,940 72,052 42,996 20,303 127,850 688,218 585,401 888,747 816,646 791,064 31 March 31 March Pro-forma Pro-forma CAPITAL NOTES 8 NOTES CAPITAL $m (712) (712) (712) (712) WESTPAC WESTPAC Pro-forma Pro-forma Adjustments Adjustments

49 $m 2021 3,917 3,416 1,070 2,504 72,101 72,101 112,231 22,373 33,877 25,427 10,940 26,294 72,052 42,996 20,303 127,850 817,358 688,218 585,401 791,064 889,459 31 March 31 March Reported Reported Any redemption is subject to final approval and may and may final approval is subject to Any redemption further for See Section 3.1.2 conditions. be subject to referred the figures of these scenarios, details. In any accordingly. will be impacted above to $712 million. There is no material impact from the impact from is no material $712 million. There and net assets Westpac’s to adjustments pro-forma (less proceeds anticipated The equity. shareholders’ will be used by under the Offer received costs) Offer purposes. business general for Westpac billion than $1.0 or less more raise may Westpac 4 may Capital Notes and all Westpac under the Offer either as part of the Reinvestment not be redeemed, optional Notes 4 Capital or on the Westpac Offer a issue to intends Westpac date. redemption all outstanding redeem to notice redemption 2021. 4 on 20 December Capital Notes Westpac

51 $m 1,396 4,778 3,593 2020 2020 2,250 591,131 30,129 24,814 10,842 23,367 23,949 23,054 40,925 68,074 68,074 68,023 150,325 132,206 911,946 819,923 843,872 693,059 Reported 30 September

About Westpac About 8,9 Sheet Consolidated Balance Sheet and unaudited pro-forma Consolidated Balance Balance Consolidated pro-forma unaudited Sheet and Balance Consolidated The Consolidated Balance Sheet has been derived from Westpac’s audited financial report as at 30 September 2020 and unaudited half year half year and unaudited 2020 30 September as at financial report audited Westpac’s from Sheet has been derived Balance Consolidated The and novated finance vehicle the sale of the motor for in place are agreements that has announced Westpac 2021, 31 March Subsequent to Section. Refer to Westpac’s relevant ASX announcements for further details, including Westpac’s assessment of financial implications of these of financial implications assessment further details, including Westpac’s for announcements ASX relevant Westpac’s to Section. Refer in Section 7.2.2). as described can be accessed (these announcements transactions financial report as at 31 March 2021. 31 March as at financial report insurance life and the Australian on 6 July 2021) (announced Limited Life-NZ- Westpac on 28 June 2021), (announced leasing businesses in not reflected are Group on the Westpac financial impacts of these transactions potential The 2021). August on 9 (announced business in this the financial information been made to have adjustments forma pro Sheet and no related Balance Consolidated 2021 the 31 March $12 million; and Capital billion of Westpac of all $1.7 the redemption of the Reinvestment 4 either as a result Notes 4 optional Notes Capital or on the Westpac Offer 2021. being 20 December date, redemption an issue of $1.0 billion of Notes, less Offer costs of costs Offer less billion of Notes, of $1.0 an issue Non-controlling interests Non-controlling equity and non- shareholders’ Total interests controlling Shareholders’ equity Shareholders’ of owners to attributable equity Total Banking Corporation Westpac Loan capital Loan liabilities Total Net assets Life insurance liabilities insurance Life All other liabilities loan capital liabilities excluding Total Other financial liabilities financial instruments Derivative Debt issues Liabilities received Collateral Deposits and other borrowings All other assets assets Total Derivative financial instruments Derivative Loans assets insurance Life Collateral paid Collateral financial assets securities and Trading income through value fair at measured securities investment and statement Assets banks with central Cash and balances Note: 8. 9. On a net basis, the Offer of the Notes and redemption and redemption of the Notes On a net basis, the Offer decrease 4 would Capital Notes of all Westpac approximately loan capital and cash by Westpac’s • assuming: • The unaudited pro-forma balance sheet shows the sheet shows balance pro-forma unaudited The Westpac’s be made to would that adjustments 2021, 31 March sheet as at balance consolidated Impact of the issue of the Westpac Capital Notes 8 Capital Notes 8 of the Westpac Impact of the issue 4 on Capital Notes of Westpac and redemption sheet position balance consolidated Westpac's 4.1.4 SECTION 4 SECTION 48 WESTPAC CAPITAL NOTES 8

SECTION 4 About Westpac

4.1.5 Capital adequacy position and pro-forma capital adequacy position (Level 1 and 2)10,11

Capital ratios Reported Reported Pro-forma Pro-forma (Level 1) 30 June 2021 31 March 2021 Adjustments 31 March 2021 Common Equity Tier 1 Capital Ratio 12.2% 12.6% 0.00% 12.6% Additional Tier 1 Capital Ratio 2.2% 2.2% (0.16%) 2.1% Tier 1 Capital Ratio 14.4% 14.8% (0.17%) 14.6% Tier 2 Capital Ratio 4.3% 4.0% 0.00% 4.0% Total Capital Ratio 18.7% 18.8% (0.17%) 18.6%

Capital and Leverage ratios Reported Reported Pro-forma Pro-forma (Level 2) 30 June 2021 31 March 2021 Adjustments 31 March 2021 Common Equity Tier 1 Capital Ratio 12.0% 12.3% 0.00% 12.3% Additional Tier 1 Capital Ratio 2.2% 2.2% (0.16%) 2.0% Tier 1 Capital Ratio 14.2% 14.5% (0.17%) 14.4% Tier 2 Capital Ratio 4.2% 3.9% 0.00% 3.9% Total Capital Ratio 18.4% 18.4% (0.17%) 18.3% APRA leverage ratio 5.9% 6.3% (0.07%) 6.2%

Impact of the issue of the Westpac Capital Notes 8 and redemption of all Westpac Capital Notes 4 on 4.2 Capital management Westpac's Level 2 capital adequacy position strategy and capital ratios The table in this Section 4.1.5 shows the unaudited pro- forma capital adequacy position as at 31 March 2021 4.2.1 Capital adequacy framework assuming the following pro-forma adjustments: APRA is the prudential regulator of the Australian • the issue of $1.0 billion of Notes less Offer costs of financial services industry. It oversees credit unions, $12 million; and building societies, general insurance and reinsurance companies, life insurers, friendly societies, most • the redemption of all $1.7 billion of Westpac Capital members of the superannuation industry, and Notes 4 either as a result of the Reinvestment Offer Authorised Deposit-taking Institutions ("ADIs") such or on the 20 December 2021 Westpac Capital Notes as Westpac. APRA’s website at apra.gov.au includes 4 optional redemption date. further details of its functions and Prudential Standards. On a Level 1 basis, the pro-forma adjustments decrease APRA’s Prudential Standards aim to ensure that ADIs the 31 March 2021 Tier 1 Capital Ratio and Total Capital remain adequately capitalised to support the risks Ratio by 0.17%. On a Level 2 basis, the pro-forma associated with their activities and to generally protect adjustments decrease the 31 March 2021 Tier 1 Capital Australian depositors. Ratio and Total Capital Ratio by 0.17%. APRA applies a tiered approach to measuring Westpac may raise more or less than $1.0 billion under Westpac’s capital adequacy12 by assessing financial the Offer and all Westpac Capital Notes 4 may not be strength at three levels: redeemed, either as part of the Reinvestment Offer or on the Westpac Capital Notes 4 optional redemption • Level 1, comprising Westpac and its subsidiary date. Westpac intends to issue a redemption notice to entities that have been approved by APRA as being redeem all outstanding Westpac Capital Notes 4 on part of a single 'Extended Licensed Entity' for the 20 December 2021. Any redemption is subject to final purposes of measuring capital adequacy; approval and may be subject to conditions. See Section • Level 2, the consolidation of Westpac and all its 3.1.2 for further details. In any of these scenarios, subsidiary entities (including offshore subsidiaries the capital adequacy ratios referred to above will be such as Westpac New Zealand Limited) impacted accordingly. except those entities specifically excluded by APRA regulations such as insurance or wealth management subsidiaries; and • Level 3, the consolidation of Westpac and all its subsidiary entities.

Note: 10. The capital adequacy ratios contained in this table have been rounded to the nearest decimal place. Capital ratios may not sum due to rounding. 11. Westpac has announced the completion of the sale of Westpac General Insurance and Vendor Finance. Westpac has also announced that agreements are in place for the sale of Westpac Pacific, Westpac Lenders Mortgage Insurance, the motor vehicle finance and novated businesses, Westpac Life-NZ- Limited and the Australian life insurance business. The total unrealised expected Level 2 CET1 benefit of all business sales that Westpac has announced and not included in the reported Level 2 30 June 2021 CET1 Ratio above, is 50 basis points. No related pro forma adjustments have been made to the capital adequacy ratios in this Section. Refer to Westpac’s 3Q21 Update released on 17 August 2021 for further details (this document can be accessed as described in Section 7.2.2). 12. APS110 Capital Adequacy outlines the overall framework adopted by APRA for the purpose of assessing the capital adequacy of an ADI. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 49 ; 15 CAPITAL NOTES 8 NOTES CAPITAL . The final Prudential . The 16 WESTPAC WESTPAC . On 21 July 2021 APRA released APRA released . On 21 July 2021 14 Regulatory capital developments developments capital Regulatory Regulatory support for banks offering temporary temporary banks offering support for Regulatory by impacted borrowers to financial assistance up to deferrals payment for which allow COVID-19 2021 of August the end before months three capital revised issued APRA 2020, On 15 December that and insurers all ADIs to management guidance APRA will no longer hold ADIs 2021, 1 January from (previously of earnings retention a minimum level to However, tax in 2020). after 50% of net profit moderate banks to it expects that APRA has stated the use of dividend consider ratios, dividend payout other capital and/or plans (DRPs) reinvestment the impact from offset to management initiatives testing; stress regular dividends and conduct of the Basel III implementation of APRA’s Deferral and 1 January 2023; to a year by capital reforms with APS 222 Associations of changes to Deferral 1 January 2022. to a year Entities by Related Standard includes changes to the parent ADI’s ADI’s the parent includes changes to Standard in banking of equity investments 1) treatment (Level subsidiaries. and insurance on a pro-forma 1 CET1 Ratio the Level impact to The 20 of reduction is an approximate 30 June 2021 basis at on the this proposal is no impact from basis points. There a on capital ratios regulatory of the reported calculation 2 basis. Level January 2023. response COVID-19 economic the current to As part of its response pandemic, APRA the COVID-19 following environment on capital: announcements has made the following • • • • subsidiary capital to revisions proposed APRA’s treatment investment Prudential Standard the final revised APRA has released of Capital Measurement APS 111 Capital Adequacy: for 1 January 2022 from effective application of these discretions acts to reduce capital reduce acts to discretions of these application Prudential Standards under APRA’s reported ratios in those reported and to BCBS approach the to relative jurisdictions. some other 4.2.3 on capital APRA announcements Inquiry the Financial System to As part of its response strong” APRA has set an “unquestionably in 2017, Banks were of 10.5%. capital ratio benchmark of a CET1 1 January 2020. benchmark by meet this new to expected January 2020 1 by Westpac by met benchmark was This be to continues ratio CET1 capital and our 30 June 2021 benchmark. that above of changes a number proposing APRA is currently of capital level strong’ embed the ‘unquestionably to including implementation in the capital framework of Basel III reforms and the calculation on capital buffers further guidance As part of classes. specific asset for including of RWA the Capital increase to intending APRA are the proposal introduce and 4.0% 2.5% to from Buffer Conservation of Capital Buffer the Countercyclical for a base level the (comprising the CET1 requirement As a result, 1.0%. the major banks for and buffers) minimum requirement 1 January from 10.5% 8% to from increase to is proposed further clarity on the changes ahead of 1 expect We 2023. . The 13 ”) above the ”) above ”); ”), the highest ”), the highest PCR CET1 CET1 Ratio ”), except where APRA where ”), except ”; and ”) is 3.5% of RWA, unless unless ”) is 3.5% of RWA, BCBS ”. D-SIB ”). This must be met with CET1. The be met with CET1. The must ”). This About Westpac About Regulatory capital requirements Regulatory Tier 1 Capital Ratio Tier capital buffer 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. from the date 12 months before up to buffer of the countercyclical the level set, or increase, decision to ADIs will be notified of any 21 July 2021. dated Update” – “Bank Capital Reforms: all authorised deposit taking institutions to Letter 19 July 2021. dated COVID-19” by loans impacted support for further regulatory announces – “APRA APRA announcement of Capital” dated - Measurement APS 111 Capital Adequacy Prudential Standard: – “Final revised all authorised deposit taking institutions to Letter 5 August 2021. 5 August Total Capital Ratio Total Capital determined that Westpac is a D-SIB; and Westpac that determined Countercyclical The Capital Buffer. a Countercyclical is set on a jurisdictional basis and APRACapital Buffer in Australia, setting the requirement for is responsible 2.5% of RWA of 0% to within a range currently is currently requirement Capital Buffer Countercyclical Zealand. and New Australia for zero set to a Capital Conservation Buffer. The Capital The Buffer. a Capital Conservation systemically a domestic for Buffer Conservation important bank (“ APRA. APRA has by otherwise determined 8% Total Capital. 8% Total 4.5% Common Equity Tier 1 Capital; Tier Equity 4.5% Common 1 Capital; and 6% Tier losses. The ratio of Total Capital to RWA is called the RWA Capital to of Total ratio The losses. “ the Notes. The ratio of Tier 1 Capital to RWA is called RWA 1 Capital to of Tier ratio The the Notes. the “ 1 Capital and being the sum of Tier Capital, Total 2 Capital includes subordinated 2 Capital. Tier Tier of capital that, and other components instruments for do not meet the criteria degrees, varying to the to contribute Capital, but nonetheless Tier 1 absorb capacity to of an ADI and its strength overall The ratio of CET1 to RWA is called the “Common is called the “Common RWA of CET1 to ratio The (“ 1 Capital Ratio” Tier Equity Equity sum of Common 1 Capital, being the Tier Capital. Additional 1 Tier Capital and Additional Tier 1 high quality components 1 Capital comprises Tier securities not of certain consists of capital that as 1 Capital, such Tier Equity included in Common Common Equity Tier 1 Capital (“ Tier Equity Common of paid- consists that of capital quality components reserves, and certain profits capital, retained up share expenses capitalised intangible assets, certain less in profits and retained and investments and software, subsidiaries that and funds management insurance purposes. capital adequacy for not consolidated are

also known as Basel III, issued by the Basel Committee the Basel Committee by as Basel III, issued also known on Banking Supervision (“ the On balance, discretions. certain has exercised APRA’s Prudential Standards are generally consistent consistent generally are Prudential Standards APRA’s banks, for framework regulatory with the international • capital buffer comprises: capital buffer • APRA also requires ADIs to hold an additional buffer of hold an additional buffer ADIs to APRA also requires capital minimum of regulatory the ADI’s capital above CET1 (“ APRA may also require ADIs, including Westpac, to to ADIs, including Westpac, also require APRA may (“ meet prudential capital requirements the capital minimums. APRA does not allow regulatory be disclosed. individual ADIs to PCR for • • • including Westpac, are required to maintain at least the least at maintain to required are including Westpac, of capital to capital minimum ratios regulatory following 2: 1 and Level Level at RWA 4.2.2 ADIs, Australian Prudential Standards, Under APRA’s APRA has confirmed that the Notes will be eligible for will be eligible for the Notes that APRA has confirmed 1 Capital under Prudential Tier inclusion as Additional APS 111. Standard • • APRA measures an ADI’s regulatory capital as a capital regulatory an ADI’s APRA measures to: reference by RWA, of percentage • SECTION 4 SECTION 13. 14. 15. 16. Note: 50 WESTPAC CAPITAL NOTES 8

SECTION 4 About Westpac

Additional loss absorbing capacity Westpac evaluates its approach to capital management through an internal capital adequacy assessment On 9 July 2019, APRA announced a requirement for the process, the key features of which include: Australian major banks (including Westpac) to increase their total capital requirements by three percentage • the development of a capital management strategy, points of RWA as measured under the current capital including consideration of regulatory minimums, adequacy framework. This increase in total capital will capital buffers and contingency plans; take full effect from 1 January 2024. • consideration of both regulatory and economic The additional capital is expected to be raised through capital requirements; Tier 2 Capital and is likely to be offset by a decrease in • a stress testing framework that challenges the other forms of long-term wholesale funding. Westpac capital measures, coverage and requirements is continuing to make progress towards the new including the impact of adverse economic scenarios; requirements. As at 31 March 2021, Westpac’s Tier 2 and ratio was 3.88%. This compares to a target minimum • consideration of the perspectives of external Tier 2 Capital Ratio requirement of 5.0%. stakeholders including rating agencies as well as APRA is still targeting an additional four to five equity and debt investors. percentage points of loss-absorbing capacity. Over the During the period of disruption caused by COVID-19, next four years, APRA has stated that it will consider Westpac is operating with the following principles in feasible alternative methods for raising the remaining relation to capital: 1-2 percentage points. • prioritise maintaining capital strength; Regulatory developments in New Zealand • in the event of a significant market deterioration RBNZ capital review Westpac will retain capital to absorb any further potential downside on credit quality and to On 5 December 2019, the RBNZ announced changes acknowledge a high degree of uncertainty regarding to the capital adequacy framework in New Zealand. the length and depth of the stress; The new framework was finalised on 17 June 2021 and includes: • allow for capital flexibility to support lending to customers; and • Tier 1 capital requirement of 16% of RWA for • in line with APRA guidance, Westpac will seek to systemically important banks (including Westpac maintain a buffer above the regulatory requirement New Zealand Limited (" ") WNZL including buffers (currently at least 8% for • Additional Tier 1 capital can comprise no more than Domestically – Systemically Important Banks 2.5% of the 16% Tier 1 capital requirement; (D-SIBs) including Westpac). • Eligible Tier 1 capital will comprise common equity These principles take into consideration: and redeemable perpetual preference shares. Existing Additional Tier 1 capital instruments will be • current regulatory capital minimums and the phased out over a seven year transition period; capital buffer, which together are the Total CET1 • Maintaining the existing Tier 2 capital requirement of Requirement. In line with the above, the Total CET1 2% of RWA; and Requirement for Westpac is at least 8.0%, based upon an industry minimum CET1 requirement of • Recalibrating RWA for internal rating based banks, 4.5% plus a capital buffer of at least 3.5% applicable such as WNZL, such that aggregate RWA will to D-SIBs17,18; increase to 90% of standardised RWA. • stress testing to calibrate an appropriate buffer In response to the impacts of COVID-19, and to support against a downturn; and credit availability, the RBNZ delayed the start date of • quarterly volatility of capital ratios due to the half increases in the required level of bank capital until 1 July yearly cycle of ordinary dividend payments. 2022. Banks will be given up to seven years to comply. Westpac will revise its capital management preferred Freeze on New Zealand Bank Dividends range once APRA's review of the capital adequacy In response to the impacts of COVID-19, on 2 April framework is finalised. 2020, the RBNZ made the decision to freeze dividend Distribution restrictions payments by banks in New Zealand. In March 2021, the RBNZ lifted this freeze but placed a 50% dividend Should an ADI’s Level 1 or Level 2 CET1 Ratio fall below restriction on the distribution of dividends on ordinary the Total CET1 Requirement (“Distribution Restriction shares by banks in New Zealand, until 1 July 2022. Trigger” or “DRT”), restrictions on the distribution of earnings will apply (“Maximum Distributable This prevents Westpac’s subsidiary, Westpac New Amount”). This includes restrictions on the amount of Zealand Limited, from paying more than 50% of its earnings that can be distributed through dividends, earnings as dividends. As upstreaming of dividends Additional Tier 1 Capital distributions (which will include contributes to the Level 1 CET1 Ratio, these restrictions Distribution payments on the Notes) and discretionary negatively impact Westpac’s Level 1 CET1 Ratio. staff bonuses (“Tier 1 Capital Distributions”). The Distribution Restriction Trigger is currently 8.0% for 4.2.4 Capital management strategy D-SIBs, however it may be higher for individual ADIs Westpac’s approach to capital management seeks (including Westpac). to ensure that it is adequately capitalised as an ADI.

Note: 17. Noting that APRA may apply higher CET1 Ratio requirements for an individual ADI. 18. If an ADI’s CET1 Ratio falls below the Total CET1 Requirement (at least 8%), it faces restrictions on the distribution of earnings that can be distributed through dividends, Additional Tier 1 Capital distributions and discretionary staff bonuses. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 51 $18.6bn $12.3bn $22.0bn 21 CAPITAL NOTES 8 NOTES CAPITAL tpac es CET1 CET1 CET1 above < 5.125% W DRT of 8% and 5.125% between DRT WESTPAC WESTPAC Indicative Level 2 buers 31 March 2021 CET1 12.3% as at a surplus of $19.3 billion and $18.6 billion for the billion and $18.6 billion for a surplus of $19.3 Group Westpac 2 and Level Group 1 Westpac Level Restriction a Distribution of CET1 above respectively and of 8.0%; Trigger the billion for and $7.9 billion a surplus of $8.7 Group 2 Westpac and Level Group 1 Westpac Level unquestionably the 10.5% of CET1 above respectively benchmark. strong determine or pay any Dividends on its Ordinary on its Ordinary Dividends any or pay determine or Shares; Capital Buy Back or discretionary any undertake Reduction. on a Level 1 or Level 2 basis will be at any 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 operations its business, affecting events unexpected and financial condition. of the Prudential Standards the finalisation Following CET1 Westpac’s described in Section 4.2.3 above, holds above and the surplus of CET1 Westpac Ratio, • • 2 CET1 1 and Level Level Westpac’s between Differences of capital held by, the level to principally relate Ratios banking subsidiaries and insurance offshore of, and RWA capital management subsidiaries of the ADI. Westpac's surplus capital subsidiaries assumes Westpac's for policy subsidiary to subsidiaries (subject from is repatriated and approvals regulatory relevant approval, board subsidiaries). Westpac for requirements regulatory its CET1 Ratio what as to no assurance gives Westpac • • the priority to give would Westpac means that This 1 Capital Tier on Additional of distributions payment Dividends of payments over Notes) securities (including The Dividends. paying from so it is not restricted a Dividend will be or paying on determining restrictions Westpac where in circumstances application of limited a Dividend or its decision on determining has deferred a Dividend. pay to not determines securities within 1 Capital Tier Other Additional if include similar restrictions Group the Westpac paid in full. not are on those securities distributions 0% 20% 60% 40% Amount restricted Maximum Distribution increasingly Distributable Distribution restrictions + 3.5% + 1.75%

20 + 2.625% + 0.875%

19 PCR PCR PCR PCR ≤ ≤ ≤ ≤ 4.5% CET1 Quartile Quartile Quartile Buer Quartile th About Westpac About rd st nd Minimum 1 3 4 2 Management APRA Prudential Standard CET1 Ratio and the Notes CET1 Ratio Distribution Restriction Trigger Capital buer 3.5% The Distribution Restriction Trigger is currently 8.0% for D-SIBs, however, it may be higher for individual ADIs (including Westpac). Applicable at Westpac). individual ADIs (including be higher for it may D-SIBs, however, for 8.0% is currently Trigger Restriction Distribution The Prudential capital requirement. 2021. 31 March minimums apply as at industry that and assuming 2021 March 31 capital position as at Based on Westpac’s Level 1 and Level 2. and Level Level 1 a surplus of $31.5 billion and $31.0 billion for the billion for a surplus of $31.5 billion and $31.0 Group 2 Westpac and Level Group 1 Westpac Level Event the Capital Trigger of CET1 above respectively of 5.125%; level

19. 20. 21. Note: if a Distribution has not been paid in full for a relevant a relevant has not been paid in full for if a Distribution in not (unless must Westpac Date, Payment Distribution circumstances): limited certain it wishes to distribute. The Corporations Act does not does Act Corporations The distribute. it wishes to on the of Distributions of payment limit the sources or period. of a particular year profits the to Notes 8 Terms, Capital Notes Westpac In addition, under the will only grant approval where it is satisfied that an that it is satisfied where approval will only grant equal to capital raise to measures ADI has established that constraint the than the amount above or greater are defined as distributable profits calculated prior to prior to calculated profits defined as distributable are tax on an after Distributions 1 Capital deduction of Tier in payments make APRA to to basis. An ADI can apply Amount. APRA of the Maximum Distributable excess The Maximum Distributable Amount that can be paid can Amount that Distributable Maximum The accordance in is limited Distributions 1 Capital as Tier which sets out in this Section 4.2.4 with the diagram Earnings Trigger. Restriction Distribution the indicative SECTION 4 SECTION Distribution Restriction Trigger (DRT) 8.0% Level 2 basis at 31 March 2021 equates to: to: equates 2021 31 March 2 basis at Level • strong benchmark. The Distribution Restriction Trigger Trigger Restriction Distribution benchmark. The strong be higher for it may D-SIBs, however applies to of 8.0% - see Section 4.2.4. individual ADIs (including Westpac) 1 basis and 12.3% on a of 12.6% on a Level A CET1 Ratio Westpac’s CET1 surplus above the Capital Trigger Event Event the Capital Trigger CET1 surplus above Westpac’s of 8.0% Trigger Restriction the Distribution of 5.125%, level unquestionably purposes the 10.5% illustrative and for Trigger Event. A Capital Trigger Event may occur if occur may Event Capital Trigger A Event. Trigger 5.125%, below) falls (or declines to CET1 Ratio Westpac’s APRA. 2 basis, as defined by 1 or Level on either a Level the end of this Section 4.2.5 shows table at The occur for any reason), when Westpac’s CET1 Ratio falls falls CET1 Ratio when Westpac’s reason), any for occur – see Sections 2.5.2, threshold a certain or below to on the Capital a discussion for 5.1.9 and 4.2.3, 5.1.8 Under the Terms, the Notes include certain loss loss include certain the Notes Under the Terms, as APRA, such by required absorption features or the Shares Ordinary into of the Notes Conversion does not rights (if Conversion of Holders’ termination 4.2.5 52 WESTPAC CAPITAL NOTES 8

SECTION 4 About Westpac the Capital Trigger Event, the Distribution Restriction This may also have the effect of reducing Westpac’s Trigger of 8% and the 10.5% unquestionably strong CET1 Ratio and the buffer above the Capital Trigger benchmark may differ from current levels. In addition, Event level of 5.125% and Distribution Restriction Trigger given Westpac’s excess capital and franking credits, the of 8.0% which increases the risk of Conversion of the Board will consider a return of capital, with an update Notes and/or non-payment of Distributions on the expected at Westpac’s 2021 full year financial results. Notes. CET1 surplus above the Capital Trigger Event and Distribution Restriction Trigger

Reported Reported Reported 30 September 31 March 30 June 2020 2021 2021 Level 1 Westpac Group Surplus ($bn) above Capital Trigger Event level of 5.125% $27.2 $31.5 $30.7 Surplus ($bn) above Distribution Restriction Trigger of 8.0%22 $14.7 $19.3 $18.2 Surplus ($bn) above 10.5% unquestionably strong benchmark $3.9 $8.7 $7.4 Level 2 Westpac Group Surplus ($bn) above Capital Trigger Event level of 5.125% $26.3 $31.0 $30.1 Surplus ($bn) above Distribution Restriction Trigger of 8.0%22 $13.7 $18.6 $17.5 Surplus ($bn) above 10.5% unquestionably strong benchmark $2.8 $7.9 $6.6

APRA, makes available to ADIs a CLF. Subject to the 4.3 Funding and liquidity satisfaction of qualifying conditions, the CLF can be accessed to help meet the LCR requirement of at least 4.3.1 Funding 100%. The Westpac Group monitors the composition and The Westpac Group’s LCR was 124% as at 31 March stability of its funding so that it remains within the 2021, and 127% as at 30 June 2021. Westpac Group’s funding risk appetite. This includes compliance with both the Liquidity Coverage Ratio Net Stable Funding Ratio (“LCR”) and Net Stable Funding Ratio (“NSFR”). The Westpac Group is required to maintain a NSFR, In March 2020, the RBA introduced the Term Funding designed to encourage longer-term funding resilience, Facility (“TFF”) providing funding to eligible ADIs at a of at least 100%. Westpac had a NSFR of 123% at fixed interest rate. 31 March 2021 and at 30 June 2021. At 30 June 2021, Westpac’s total TFF allowance was $30 billion, and Westpac had drawn down the full 4.4 New and Ongoing Customer amount. Support Measures 4.3.2 Liquidity In July 2021, the Westpac Group announced measures The Westpac Group has a liquidity risk management to support its customers during the most recent framework which seeks to meet cash flow obligations COVID-19 outbreak in Australia. New support measures 23 under a wide range of market conditions, including for eligible customers include : name specific and market-wide stress scenarios, as well • short term deferrals for mortgages, personal loans as meeting the regulatory requirements of the LCR and and small business loans; NSFR. • repayment and interest rate reductions for credit Liquid Assets cards; The Westpac Group has a number of sources of liquidity • interest free temporary overdrafts up to $15,000 on that provide a buffer against periods of liquidity stress. a maximum 45-day term for business customers; These include high-quality liquid assets (“HQLA”) and and the Committed Liquidity Facility (“CLF”), both • access to term deposit or farm management of which are used to meet the Westpac Group’s LCR deposits early with no interest adjustment. requirements. In the period from 10 July 2021 to 11 August 2021: The Westpac Group also holds a portfolio of non- • $1.6 billion in home loan balance deferrals have HQLA liquid assets including private securities and been approved, with approximately 3,700 customers self-originated AAA rated mortgage-backed securities, supported; and which are repo-eligible with the RBA. • $29.5 million in business loan balance deferrals LCR (relating to approximately 725 customers) have 24 The LCR enhances banks’ short-term resilience by been approved . requiring banks to hold sufficient HQLA, as defined, The support measures described above are in addition to withstand 30 days under a regulator-defined to standard hardship support options available to acute stress scenario. Given the limited amount of customers experiencing financial difficulty. Government debt in Australia, the RBA, jointly with Note: 22. The Distribution Restriction Trigger of 8.0% applies to D-SIBs, however it may be higher for individual ADIs (including Westpac) – see Section 4.2.4. 23. For full details of terms and conditions refer to westpac.com.au. 24. Support provided only relates to those customers who have accessed COVID-19 emergency support since 10 July 2021. Business loans also include equipment finance and auto loans to business customers. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 53 CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC

Investment risks relating to the Westpac Capital Notes 8 Capital Notes the Westpac to relating risks Investment Westpac to relating risks Investment This Section sets out: This 5.1 5.2

SECTION 5 Investment risks Investment CAUTION – Westpac Capital Notes 8 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, 8 are Capital Notes – Westpac CAUTION in result could with the Notes and the risks associated understand them difficult to make may complexity Their some investors. for 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 54 WESTPAC CAPITAL NOTES 8

SECTION 5 Investment risks

Before applying for any Notes, you should consider objected to distributions on AT1 capital instruments. In whether the Notes are a suitable investment for you. addition, changes in laws and regulations applicable to There are risks associated with an investment in Westpac may impose additional requirements which the Notes, many of which are outside the control of prevent Westpac from paying a Distribution. Westpac. These risks include those in this Section 5 and There are also restrictions on the amount of earnings other matters referred to in this Prospectus. You should that can be distributed through Tier 1 Capital carefully consider the risks described and the other Distributions should an ADI’s Level 1 or Level 2 information in this Prospectus before investing in Notes. CET1 Ratios fall below the Distribution Restriction The risks and uncertainties described in this Section 5 Trigger (as more fully described in Section 4.2.4). are not the only ones Westpac faces. Additional risks This may result in a Distribution Payment Condition and uncertainties that Westpac is unaware of, or that not being satisfied. Payments of Distributions are Westpac currently deems to be immaterial, may also non-cumulative and decisions to pay a Distribution become important factors that affect the Notes or cannot be deferred. If a Distribution is not paid in Westpac. full because the Distribution Payment Conditions are not satisfied or because of any other reason, Holders 5.1 Investment risks relating will not be entitled to receive the unpaid portion of that Distribution. No interest accrues on any unpaid to the Westpac Capital Distributions and Westpac has no liability to the Holder Notes 8 and the Holder has no claim in respect of such non- payment. Set out in this Section 5.1 are risks associated specifically with an investment in the Notes. In Non-payment of a Distribution will not be an event 1 particular, these risks arise from the nature of the Notes of default and Holders have no right to apply for a and the Westpac Capital Notes 8 Terms. You should Winding Up on the grounds of Westpac’s failure to pay also consider the other risks in Section 5.2 as they a Distribution. relate to Westpac. However, if a Distribution has not been paid in full for a relevant Distribution Payment Date, then until a 5.1.1 Distributions may not be paid Distribution is paid in full on a subsequent Distribution There is a risk that Distributions may not be paid. Payment Date (or all Notes are Converted at their full The Westpac Capital Notes 8 Terms do not oblige Face Value, Redeemed or terminated following a failure Westpac to pay Distributions, which are only payable at to Convert) Westpac must not: Westpac’s discretion and are subject to satisfaction of • determine or pay any Dividends on its Ordinary the Distribution Payment Conditions, being: Shares; or • Westpac’s absolute discretion; • undertake any discretionary Buy Back or Capital • the payment of Distributions not resulting in a Reduction, breach of Westpac’s capital requirements unless the amount of the unpaid Distribution is (on a Level 1 basis) or of the Westpac Group’s paid in full within 20 Business Days of the relevant capital requirements (on a Level 2 basis) under the Distribution Payment Date (and in certain other limited then current Prudential Standards at the time of circumstances). These restrictions would not apply payment; where the reason a Distribution was not paid was • the payment of Distributions not resulting in because the Distribution Rate was zero or negative Westpac becoming, or being likely to become, (see Section 2.1.3). insolvent for the purposes of the Corporations Act; and This means that Westpac would give priority to the payment of distributions on Additional Tier 1 Capital • APRA not otherwise objecting to the payment. securities (including Notes) over payments of Dividends APRA has stated in response to the uncertainty so it is not restricted from paying Dividends. resulting from the COVID-19 pandemic that APRA The restrictions on determining or paying a Dividend expects that ADIs (such as Westpac) continue to will be of limited application in circumstances where moderate dividend payout ratios, and consider the use Westpac has deferred its decision on determining a of dividend reinvestment plans and/or other capital Dividend or determines not to pay a Dividend. For management initiatives to offset the impact on capital example, on 18 August 2020, Westpac announced that, from distributions (for further information see Sections as a result of the uncertain economic and operating 4.2.3 and 5.2.2). Discretionary capital distributions may conditions created by the COVID-19 pandemic, the include distributions on AT1 capital instruments such Board had determined not to pay a 2020 interim as the Notes. APRA’s guidance on capital management dividend. does not prohibit Westpac from paying Distributions, however there is a risk that if the economic outlook is Further, the terms of Westpac’s future securities negative or uncertain for a prolonged period of time, could limit Westpac’s ability to make payments on the APRA may object to the payment of a Distribution, Notes. If Westpac does not make payments on other including where Westpac is above its CET1 Ratio securities, payments may not be permitted to be made requirement (see Section 4.2.4). To date, APRA has not in respect of the Notes.

Note: 1. The Westpac Capital Notes 8 Terms do not include any events of default. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 55 CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC be low The liquidity of the Notes may may liquidity of the Notes The the supply of equity securities or capital securities the supply of equity securities or capital issuers; other or by Westpac by issued of in the likelihood increase of or the occurrence not Distributions or more of one the occurrence or a Non-Viability Event being paid, a Capital Trigger Event; Trigger on global, pandemic the impact of the COVID-19 and and markets; economies and national regional such events and international other major Australian and acts of terrorism. and tensions, as hostilities Australian and international general conditions conditions general and international Australian and currency rates interest rates, (including inflation policy, changes in government rates), exchange impacts of regulatory policy, changes in regulatory in the market ASIC by change (including intervention changes in the or similar securities), the Notes for of Notes treatment the taxation to relating laws the expressed of franking), (including the availability sentiment and general investor of regulators, views an not have or may which may movements, market performance; actual operating impact on Westpac’s from vary that of Westpac results operating and investors; of securities analysts expectations future Westpac’s as to changes in expectations including financial estimates financial performance, and investors; analysts securities by of other financial valuations changes in market institutions; services strategic acquisitions, of demergers, announcement or capital commitments partnerships, joint ventures or its competitors; Westpac by and/ Shares of Ordinary price changes in the market securities or other debt securities or other capital or changes in issuers, other or by Westpac by issued Additional Tier 1 Capital securities such as the Notes) 1 Capital securities such as the Notes) Tier Additional issuance in future reduction a material lead to if they activity by trading market or secondary volumes the difficulty of undertaking increase If they investors. 1 Capital securities Tier of Additional further issuance the also in turn affect this could such as the Notes, or Transfer Redeem electing to of Westpac likelihood them. See Section than Converting rather the Notes 7.12. or price the market does not guarantee Westpac if Holders sell is a risk that There liquidity of the Notes. • • • price a market at trade will the Notes that It is possible of these and as a result Value the Face or below above other factors. 5.1.5 liquid be less will likely the Notes for market The Holders who Shares. Ordinary for than the market an do so at be unable to may Notes sell their wish to all, if insufficient liquidity exists or at price, acceptable the Notes. for in the market be may the Notes for liquidity of the market The including changes in a number of factors, by impacted design and distribution product such as the new law The 2021. in October force into come that obligations may but they is untested impact of those obligations (including the liquidity of funding instruments affect experience market price volatility more or less than or less more volatility price market experience the for price market The Shares. Ordinary Westpac including: factors, various due to fluctuate may Notes • • • • • • Investment risks Investment fluctuate deposit liabilities or protected deposit liabilities or protected under the Banking Act accounts or Financial Claims Scheme Redemption or Transfer of Notes of Notes Transfer or Redemption Market price of the Notes may may of the Notes price Market Investments in Notes are not are in Notes Investments Westpac may initiate Conversion, Conversion, initiate may Westpac some or all of the Notes on 21 September 2029, on 21 September some or all of the Notes or 21 June 2030; or 2030 21 March 2029, 21 December of a Tax the occurrence following all of the Notes Event. or Regulatory Event but Westpac is unable to forecast the market price and price the market forecast is unable to but Westpac may Notes The the Notes. for liquidity of the market 5.1.4 on ASX, of the Notes quotation will apply for Westpac insured by the Australian Government, any government government any Government, Australian the by insured or any scheme of Australia or compensation agency other jurisdiction. Scheme and are not subject to the depositor protection protection the depositor not subject to Scheme and are (including banking legislation of Australian provisions bank certain of guarantee Government the Australian or not guaranteed are the Notes Therefore, deposits). financial position and solvency of Westpac. They are are They of Westpac. financial position and solvency of Westpac accounts not deposit liabilities or protected or Financial Claims the purposes of the Banking Act for Investments in the Notes are an investment in Westpac in Westpac an investment are in the Notes Investments performance, the ongoing by and will be affected 5.1.3 time. Further, upon Redemption, Holders will receive Holders will receive upon Redemption, Further, time. than be less which may Notes of the Value the Face Redemption. prior to immediately value their market Where Holders receive cash on Redemption or Transfer, or Transfer, cash on Redemption Holders receive Where their reinvest which Holders could at of return the rate the at Rate than the Distribution be lower funds may conditions or Holders’ individual circumstances. This This or Holders’ individual circumstances. conditions will be entitled which Holders the period for means that is the Notes to the benefit of the rights attaching to unknown. Any Conversion, Redemption or Transfer may occur on occur may or Transfer Redemption Conversion, Any Holders, which by contemplated not previously dates Holders in light of market to be disadvantageous may eased by the RBNZ. For further information see further information the RBNZ. For eased by Sections 4.2.3 and 5.2.2. a or require request no right to Holders have of their Notes. or Transfer Redemption Conversion, redeem non-CET1 capital instruments during the period non-CET1 capital instruments redeem the COVID-19 by caused uncertainty of economic were these restrictions 2021, pandemic. On 31 March approval for Westpac to Redeem Notes if, for example, example, for if, Notes Redeem to Westpac for approval RBNZ following to adopt a similar approach to it were all that on 2 April 2020 announcement the RBNZ’s should not Zealand in New banks locally incorporated is done under conditions that are sustainable for the for sustainable are that is done under conditions or obtains confirmation capacity of Westpac), income to not have does Westpac that APRA is satisfied that its written not provide APRA may the Notes. replace approval is required. There can be no certainty that no certainty can be There is required. approval Westpac approval. its prior written APRA will provide them with capital if it replaces Notes only Redeem may quality (and the replacement of the same or better • prior written APRA’s Notes, Redeem elects to If Westpac to APRA’s prior written approval) or Transfer of: or Transfer approval) prior written APRA’s to • 5.1.2 (subject Redemption Conversion, initiate may Westpac SECTION 5 SECTION 56 WESTPAC CAPITAL NOTES 8

SECTION 5 Investment risks

Notes before the Scheduled Conversion Date, Holders Common Equity Tier 1 Capital Ratio is equal to, or is less may lose some of the money they have invested. than, 5.125%. 5.1.6 Changes in the Distribution Rate The Common Equity Tier 1 Capital Ratio is the ratio of Westpac’s Common Equity Tier 1 Capital to its RWA, The Distribution Rate is calculated for each Distribution where Common Equity Tier 1 Capital comprises the Period by reference to the relevant 3 month BBSW highest quality components of capital. Rate, which is influenced by a number of factors and varies over time. The Distribution Rate will fluctuate A Non-Viability Trigger Event occurs when APRA and may increase and/or decrease over time with notifies Westpac in writing that it believes: movements in the 3 month BBSW Rate. It is possible • Conversion of the Notes (or conversion, write-off for the 3 month BBSW Rate to become negative. The or write down of other capital instruments of the 3 month BBSW Rate is influenced by the Interbank Westpac Group) is necessary because, without it, Overnight Cash Rate which is set by the RBA. One Westpac would become non-viable; or scenario under which the 3 month BBSW Rate • a public sector injection of capital, or equivalent sets negative is if RBA’s Cash Rate Target (or other support, is necessary because, without it, Westpac overnight rates such as rates on exchange settlement would become non-viable. balances) is cut below 0.00%. The 3 month BBSW Rate could move before the Cash Rate is adjusted in It should be noted that whether a Non-Viability anticipation of any moves by the RBA over a 3 month Trigger Event will occur is at the discretion of APRA horizon. Noting the 3 month BBSW Rate is a market and there are currently no Australian precedents. The set rate, even in a scenario where the Cash Rate is at circumstances in which APRA may exercise its discretion or above 0.00%, it could move negative depending on are not limited to when APRA may have a concern about supply and demand in the prime bank paper market. a bank’s capital levels but may also include when APRA The Eurozone, Switzerland, Japan and Denmark are has a concern about a bank’s funding and liquidity levels examples of jurisdictions where central banks have or any other matters affecting a bank’s viability. set negative monetary policy rates. Should this occur, APRA has not provided explicit guidance as to how the negative amount will be taken into account in it would determine non-viability. However, APRA has calculating the Distribution Rate (but there is no indicated that non-viability is likely to arise prior to obligation on Holders to pay Westpac if the Distribution insolvency. Non-viability could be expected to include Rate becomes negative and there would be no serious impairment of Westpac’s financial position, Distribution in those circumstances). concerns about its capital, funding or liquidity levels Refer to the graph in Section 2.1.4 to see the and / or insolvency. However, it is possible that APRA’s movements in the 3 month BBSW Rate over the last 10 definition of non-viability may not necessarily be years. confined to these matters and APRA’s position on these matters may change over time. As the occurrence of a As the Distribution Rate fluctuates, there is a risk that Non-Viability Trigger Event is at the discretion of APRA, the rate may become less attractive when compared there can be no assurance given as to the factors and to returns available on comparable securities issued by circumstances that might give rise to such an event. Westpac or other issuers or other investments. Refer to Section 4.2.5 for further details regarding the Westpac does not guarantee any particular rate of surplus of Common Equity Tier 1 Capital above the return on the Notes. Capital Trigger Event level of 5.125%. 5.1.7 Use of franking credits by Holders Differences between Westpac’s Level 1 and Level 2 CET1 Ratios relate principally to the level of capital held by, Australian resident Holders may be entitled to and RWA of, offshore banking subsidiaries. Westpac’s use franking credits to offset their tax liability and capital management policy for Westpac’s subsidiaries Australian resident Holders that are individuals or assumes surplus capital is repatriated from subsidiaries complying superannuation entities may be entitled to a (subject to subsidiary board approval, relevant refund of excess franking credits, to the extent that the regulatory approvals and regulatory requirements for franking credits exceed their tax liability. Westpac subsidiaries). You should be aware that your ability to use the Westpac gives no assurance as to what its CET1 Ratio franking credits, either as an offset to your tax liability on a Level 1 or Level 2 basis will be at any time as it or by claiming a refund after the end of the year of may be significantly impacted by regulatory changes to income, will depend on your individual tax position. the measurement of capital or RWA calculations, and Investors should refer to the Australian tax summary unexpected events affecting its business, operations in Section 6 and the Class Ruling (when published), and financial condition. and should seek professional advice in relation to their A Capital Trigger Event or Non-Viability Trigger Event tax position and monitor any potential changes to may result in the loss of some or all of the value of the government policy relating to franking credits on an Notes. See Sections 5.1.9, 5.1.10 and 5.1.11. ongoing basis. 5.1.9 Conversion following a Capital 5.1.8 A Capital Trigger Event or a Trigger Event or Non-Viability Non-Viability Trigger Event Trigger Event may occur Upon the occurrence of a Capital Trigger Event or A Capital Trigger Event occurs when Westpac Non-Viability Trigger Event, Westpac is required to determines, or APRA notifies Westpac in writing that Convert all or some of the Notes (or a percentage it believes, that either or both the Westpac Level 1 of the Face Value of each Note) into the Conversion Common Equity Tier 1 Capital Ratio or Westpac Level 2 Number of Ordinary Shares based on the VWAP during 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 57 CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC Relevant Securities whose terms require or permit or permit require whose terms Securities Relevant down or written written-off be converted, them to as adjustments such to (subject manner in that the account into take to determine may Westpac and whole numbers parcels on marketable effect or Relevant Notes and any Shares of Ordinary effect and the need to on issue Securities remaining immediately), or write-down write-off conversion, Ordinary Shares are a different type of investment to to type of investment a different are Shares Ordinary Dividends Notes, on the Distributions Like the Notes. of Westpac, discretion the absolute at payable are not scheduled Dividends are Distributions, but, unlike particular time and the amount of any be paid at to subject (and not each Dividend is also discretionary claims of holders of Up, In a Winding a formula). to behind claims of holders of all rank Shares Ordinary market The other securities and debts of Westpac. and be more fluctuate may Shares of Ordinary price changes in Westpac’s to of Notes than that sensitive and other business issues operational performance, issues. and other logistical considerations. Accordingly, should Accordingly, considerations. and other logistical Event Trigger or Non-Viability Event a Capital Trigger be Converted, must and only some of the Notes occur their Notes have not all Holders will that it is possible Shares. Ordinary into Converted or sale purchase ASX any that expects Westpac on the date not settled have that in Notes transactions Event Trigger or Non-Viability Event a Capital Trigger with the settle in accordance to will continue occurs expects although Westpac T+2 settlement, normal ASX delivered, as having the seller will be treated that the acquired, as having will be treated and the buyer have which the Notes into Shares number of Ordinary of the of the occurrence as a result been Converted Event. Trigger or Non-Viability Event Capital Trigger Shares Ordinary not be may on Conversion issued Shares Ordinary The been not have may Shares Ordinary Westpac’s listed. if Westpac example, for some period of time, for listed of price The another entity and delisted. by is acquired them would trade and the ability to Shares Ordinary if not listed. be affected likely be sold at not be able to may Shares Ordinary The In based on the VWAP. their value representing prices will be based on trading prices the VWAP particular, or Event the Capital Trigger before which occur days Event. Trigger Non-Viability but such determination will not impede the immediate the immediate will not impede but such determination or of Notes number of the relevant Conversion (as the case of each Note Value of the Face percentage of the relevant termination if applicable, or, be), may claims. Holders’ rights and or have to has no obligation Westpac However, Securities (and does Relevant any maintain on issue Securities) Relevant on issue have never, not, and may or written-off be converted, to required which are no gives and Westpac ahead of Notes down written on such instruments will be any there that assurance to be required may which the Notes the time at at issue be Converted. writing-off or converting, Notes in Converting Further, Securities, although other Relevant or writing down Holders and holders treat to will endeavour Westpac Securities on an approximately of other Relevant take to discriminate may basis, Westpac proportionate of Notes parcels on marketable of the effect account Investment risks Investment in the opinion of Westpac, fair and reasonable, the and reasonable, fair in the opinion of Westpac, of any value and the face of the Notes Value Face case may be, to above 5.125% or to satisfy APRA satisfy or to 5.125% above to be, case may and will no longer be non-viable; Westpac that of down or write write-off if conversion, second, Securities is not sufficient, Westpac those Relevant convert, and/or the Notes Convert to is required Securities, other Relevant down or write write-off is otherwise, basis or in a manner that on a pro-rata first, Westpac is required to convert, write-off or write-off convert, to is required Westpac first, such number or amount of the face down write Securities whose other Relevant of any value or written-off be converted, them to require terms as is of the Notes Conversion before down written Level either or both Westpac’s return to necessary or Westpac’s 1 Capital Ratio Tier Equity 1 Common as the 1 Capital Ratio, Tier Equity 2 Common Level • or be written down as follows: down or be written • If Westpac is only required to convert a certain amount a certain convert to is only required If Westpac the will determine Securities, Westpac of Relevant and other which will be Converted amount of Notes written-off Securities which will be converted, Relevant the Maximum Conversion Number and so adversely Number and so adversely the Maximum Conversion the position of Holders. affect Securities of Relevant of Conversion Order other corporate actions. The Westpac Capital Notes 8 Capital Notes Westpac actions. The other corporate may Westpac that do not limit the transactions Terms such capital and any its share to with respect undertake only Holders receive the risk that increase action may transactions which may affect the price of Ordinary of Ordinary the price affect which may transactions of returns rights issues, example, including for Shares, and demergers, special dividends, capital, buy-backs, The Maximum Conversion Number may be adjusted be adjusted Number may Maximum Conversion The division or reclassification, a consolidation, reflect to However, Shares. of Ordinary bonus issue, or pro-rata of other it on account will be made to no adjustment Trigger Event) be significantly less than approximately than approximately be significantly less Event) Trigger of Value (based on the Initial Face each Note for $101.01 $100 per Note). Event Conversion Date or Non-Viability Trigger Event Event Trigger or Non-Viability Date Conversion Event received Shares of Ordinary value the Date, Conversion of a Capital Trigger (in the case may each Note for (in the case of a Non-Viability to and is likely Event) to reflect 20% of the Issue Date VWAP. Date 20% of the Issue reflect to price Share depending upon the Ordinary Accordingly, a Capital Trigger prior to Days during the 5 Business is subject to the Maximum Conversion Number. The The Number. the Maximum Conversion is subject to Shares of Ordinary Number Maximum Conversion or Non-Viability Event a Capital Trigger following set based on a VWAP will be calculated Event Trigger Maximum Conversion Number Number Maximum Conversion following Shares Number of Ordinary Conversion The Event Trigger or Non-Viability Event a Capital Trigger Scheduled Conversion Conditions being satisfied and being satisfied Conditions Scheduled Conversion Conversion Holders the to issue to is required Westpac Date, Conversion on the Shares Number of Ordinary Number. Conversion the Maximum which will not exceed the Notes. or Event a Capital Trigger following Conversion the to is not subject Event Trigger Non-Viability If a Non-Viability Trigger Event occurs because APRA because occurs Event Trigger If a Non-Viability injection of without a public sector that has determined would support, Westpac sector capital, or other public all of Convert must Westpac then non-viable, become the 5 Business Days prior to, but not including, the but not including, to, prior Days the 5 Business or Non-Viability Date Conversion Event Capital Trigger Date. Conversion Event Trigger SECTION 5 SECTION 58 WESTPAC CAPITAL NOTES 8

SECTION 5 Investment risks

5.1.10 Termination of rights where subordinated to Senior Creditors. As the Notes rank behind Senior Creditors, there is a risk that in the Conversion does not occur Winding Up, there will be insufficient funds to provide following a Capital Trigger Event to Holders any return of their initial investment. or Non-Viability Trigger Event However it is likely that any Capital Trigger Event or If for any reason Conversion of Notes does not occur Non-Viability Trigger Event would occur prior to a and the Ordinary Shares are not issued for any reason Winding Up, requiring the Conversion of the Notes. by 5.00pm on the fifth Business Day after the Capital Where a Capital Trigger Event or Non-Viability Trigger Trigger Event Conversion Date or Non-Viability Trigger Event occurs, the ranking of Notes in a Winding Up will Event Conversion Date (as the case may be), then: be adversely affected. • those Notes will not be Converted in respect of such If the Notes have been Converted (including upon the Capital Trigger Event or Non-Viability Trigger Event occurrence of a Capital Trigger Event or Non-Viability (as the case may be) and will not be Converted, Trigger Event), Holders will hold Ordinary Shares and Redeemed or Transferred on any subsequent date; rank equally with other holders of Ordinary Shares in a and Winding Up. • all rights in relation to those Notes will be terminated immediately on the Capital Trigger Event If for any reason Conversion of Notes does not occur Conversion Date or Non-Viability Trigger Event following one of these events (including, for example, Conversion Date (as the case may be), and Holders due to applicable law, order of a court or action of will lose all of the value of their investment in those any government authority, including regarding the Notes and they will not receive any compensation or insolvency, Winding Up or other external administration unpaid Distributions. of Westpac, as a result of Westpac’s inability or failure to comply with its obligations under the terms and Conversion of Notes may not occur, for example, conditions of the Notes in relation to Conversion, or due to applicable law, order of a court or action of as a result of operational delays (for example, due to any government authority, including regarding the COVID-19 related restrictions on access to facilities insolvency, Winding Up or other external administration and systems of Westpac and/or its agents)) and the of Westpac, as a result of Westpac’s inability or failure Ordinary Shares are not issued for any reason by to comply with its obligations under the terms and 5.00pm on the fifth Business Day after the Capital conditions of the Notes in relation to Conversion, or Trigger Event Conversion Date or Non-Viability Trigger as a result of operational delays. Those laws and the Event Conversion Date (as the case may be), then: grounds on which a court or government authority may • those Notes will not be Converted in respect of such make orders or take action preventing the Conversion Capital Trigger Event or Non-Viability Trigger Event of Notes may change and the change may be adverse (as the case may be) and will not be Converted, to the interests of Holders. Further, pandemics (such Redeemed or Transferred on any subsequent date; as COVID-19) and the related restrictions on access and to facilities and systems of Westpac and/or its agents may increase the risk of a breakdown in process or • all rights in relation to those Notes will be operational delays, which may result in Conversion of terminated immediately on the Capital Trigger Event the Notes not occurring and Holders losing all of the Conversion Date or Non-Viability Trigger Event value of their investment. Conversion Date (as the case may be), and Holders will lose all of the value of their investment in those 5.1.11 Ranking of the Notes Notes and they will not receive any compensation or unpaid Distributions. In these circumstances, those In the event of a Winding Up, if the Notes are still on Notes will have no ranking in a Winding Up. issue and have not been Redeemed or Converted, they will rank for payment: 5.1.12 Changes to credit rating • ahead of Ordinary Shares; Any credit rating assigned to the Notes or other • equally with all Equal Ranking Capital Securities Westpac securities could be reviewed, suspended, which at the Issue Date, would include Westpac withdrawn or downgraded. Credit rating agencies may Capital Notes 2, Westpac Capital Notes 4, Westpac withdraw, revise or suspend credit ratings or change Capital Notes 5, Westpac Capital Notes 6, Westpac the methodology by which securities are rated at Capital Notes 7 and Westpac USD AT1 Securities; any time. Any revisions and any other changes could and adversely affect the market price and liquidity of the • behind Senior Creditors. Notes or other Westpac securities. If, in a Winding Up, the Notes have not been Converted, 5.1.13 The Ordinary Share price used Redeemed, or Transferred, Holders will be entitled to be paid the Liquidation Sum at the commencement to calculate the Conversion of the Winding Up (or if less actual cash is available to Number of Ordinary Shares may Westpac for distribution to Holders, a proportionate be different to the market price share of that cash). The Liquidation Sum is an amount of surplus assets equal to $100 per Note (as adjusted of Ordinary Shares at the time of for a Conversion under clauses 5.2 or 5.4 of the Westpac Conversion Capital Notes 8 Terms or termination of rights under clause 5.8 of the Westpac Capital Notes 8 Terms). The number of Ordinary Shares issued to Holders upon Conversion will depend on the VWAP of Ordinary The claim for the Liquidation Sum effectively ranks Shares over the 20 Business Days on which trading in equally with Equal Ranking Capital Securities, but is Ordinary Shares took place immediately prior to the 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 59 CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC requirements in Australia in requirements Regulatory classification Regulatory Changes to regulatory capital regulatory Changes to No fixed maturity date maturity No fixed 8 Terms may be amended without the approval of be amended without the approval may 8 Terms (including the with applicable laws comply Holders to such as APRA authority, statutory any of requirements – see Section 5.1.26). 5.1.19 will be eligible the Notes that APRA has confirmed 1 Capital under APRA’s Tier inclusion as Additional for APS 111. Prudential Standard the that if APRA subsequently determines However, 1 Tier Additional do not or will not qualify for Notes 5.1.18 1 Capital Tier Equity Common in Westpac’s fall Any capital regulatory changes to of future as a result Ratio price impact the market adversely may requirements a at the chance increase or potentially of the Notes due to place takes of Notes Conversion that date later (a Capital Event Capital Trigger of a the occurrence determines, Westpac where will occur Event Trigger it believes, in writing that or APRA notifies Westpac 1 Capital Ratio Tier Equity Common Westpac’s that 2 1 or Level on a Level than 5.125% or less is equal to (a Non-Viability Event Trigger or a Non-Viability basis) APRA notifies Westpac where occur will Event Trigger of the Notes Conversion it believes in writing that of other down or write write-off or conversion, or a public Group of the Westpac capital instruments support, is injection of capital, or equivalent sector become would without it, Westpac because, necessary non-viable). with Conversion the risk associated for See Section 5.1.9 of a Capital Trigger the occurrence to due of the Notes Event. Trigger or Non-Viability Event more 4.2.2, 4.2.3 and 4.2.4 for See Sections 4.2.1, and about the Basel III capital framework information capital requirements, regulatory changes to proposed to the CET1 requirement for including the potential Capital Notes Westpac The the same or increase. stay Upon a Transfer of Notes (in the circumstances (in the circumstances of Notes Upon a Transfer Nominated it will be the in Section 5.1.16), described Value Face the aggregate pay to obligation Party’s If the not Westpac’s. being Transferred, of the Notes Holders, amount to this does not pay Party Nominated will in which case Holders will not proceed, the Transfer with the Westpac in accordance hold Notes to continue Terms. 8 Capital Notes a Transfer, to cash pursuant Holders receive Where their reinvest Holders could which at return of the rate the at Rate than the Distribution be lower funds may time. 5.1.17 may Notes The perpetual instruments. are Notes The but Date, Scheduled Conversion on a potential Convert may the time at conditions market that it is possible are Conditions the Scheduled Conversion be such that enough far falls price Share If the Ordinary not satisfied. will not the Notes that it is possible recovers and never Optional any Furthermore, point in time. any at Convert the is subject to or Transfer Redemption Conversion, other restrictions. and certain of Westpac discretion prior obtaining APRA’s is also subject to Redemption Conversion, Optional that It is possible approval. written point in any at will not occur or Transfer Redemption time. Investment risks Investment Notes to a Nominated Party Party a Nominated to Notes Notice requiring the Transfer of the Transfer requiring Notice on 21 June 2032 Transfer of the Notes of the Notes Transfer Conversion, Redemption or Redemption Conversion, Westpac may issue a Transfer a Transfer issue may Westpac Conversion may or may not occur not occur or may may Conversion Holders cannot request request Holders cannot or Regulatory Event) to be Transferred to a Nominated a Nominated to be Transferred to Event) or Regulatory the Face equal to per Note a cash amount for Party Value. all or some Notes (in the case of a Transfer on (in the case of a Transfer all or some Notes 2030 21 March 2029, 21 December 2029, 21 September Event Tax (in the case of a or all Notes or 21 June 2030) Westpac may elect to issue a Transfer Notice, requiring requiring Notice, a Transfer issue elect to may Westpac Conditions will never be satisfied and, if this occurs, the and, if this occurs, be satisfied will never Conditions Convert. never may Notes 5.1.16 The Notes are perpetual instruments. If the Ordinary If the Ordinary perpetual instruments. are Notes The significantly and never deteriorates price Share the Scheduled Conversion that it is possible recovers, If Conversion does not occur on a potential Scheduled on a potential does not occur If Conversion be paid to will continue Distributions Date, Conversion Payment the Distribution subject to on the Notes, Conditions. in Ordinary Shares took place before (but not including) (but not before place took Shares in Ordinary than or equal to is less Date the Scheduled Conversion VWAP. Date of the Issue 50.51% took place before (but not including) the Scheduled before place took of the 56.12% than or equal to is less Date Conversion Shares of Ordinary or the VWAP VWAP, Date Issue on which trading Days during the period of 20 Business Conditions are not satisfied – see Sections 2.2.3 and not satisfied are Conditions will not Conditions Scheduled Conversion 2.2.5. The on the Shares of Ordinary if the VWAP be satisfied Shares in Ordinary on which trading Day 25th Business 2032, being the first possible Scheduled Conversion Date. Date. Scheduled Conversion possible the first being 2032, will not occur Conversion is a risk that there However, because the Scheduled Conversion on 21 June 2032 5.1.15 on 21 June Shares Ordinary into Convert may Notes The are sold through a broker. Westpac does not guarantee does not guarantee Westpac a broker. through sold are an at on ASX sell Notes Holders will be able to that all. or at price acceptable price. Depending on market conditions at the time, the time, at conditions on market Depending price. the below price a market at be trading may the Notes not may the Notes for the market and/or Value Face if Notes be payable also may fees be liquid. Brokerage Holders have no right to request Conversion, Conversion, request no right to Holders have reason. any for of the Notes or Transfer Redemption Holders would their investment realise to Therefore, market the prevailing at on ASX sell their Notes to have not be able to sell those Ordinary Shares at the price on the price at Shares those Ordinary sell not be able to all. is based, or at calculation which the Conversion 5.1.14 Ordinary Shares based on the Ordinary Share price on price Share based on the Ordinary Shares Ordinary Date. the Conversion may on Conversion Shares Ordinary Holders receiving the Conversion Number of Ordinary Shares may be may Shares Ordinary Number of the Conversion the at Shares of Ordinary price the market to different Shares Ordinary of value the so that time of Conversion of those the value than be less may Holders receive relevant Conversion Date (or in the case of a Capital in the (or Date Conversion relevant the VWAP Event, Trigger or Non-Viability Event Trigger Date). the Conversion prior to Days 5 Business over calculate to used price Share Ordinary the Accordingly, SECTION 5 SECTION 60 WESTPAC CAPITAL NOTES 8

SECTION 5 Investment risks

Capital treatment (under the Basel III capital adequacy applicable intergovernmental agreement entered into framework, as amended from time to time), Westpac between the United States and any other jurisdiction). may decide that a Regulatory Event has occurred and If Westpac or any other person is required to withhold may elect to Convert, Redeem (subject to APRA’s prior amounts under or in connection with FATCA from written approval) or Transfer the Notes – see Sections any payments made with respect to Notes or with 2.3 and 2.4. respect to the issuance of any Ordinary Shares upon A Regulatory Event may also occur as a result of other any Conversion, Holders and beneficial owners of regulatory changes. See Section 2.3.3 for information Notes, and holders of Ordinary Shares issued upon any on what constitutes a Regulatory Event, and Section Conversion will not be entitled to receive any gross up 5.2.3 for risks associated with regulation for Westpac or additional amounts to compensate them for such generally. withholdings. FATCA is complex and its application to the Notes remains uncertain. Prospective investors are 5.1.20 Taxation treatment advised to consult their own tax advisers about the application of FATCA to the Notes. A general description of the Australian taxation consequences of investing in the Notes is set out in This information is based on guidance issued by the Section 6. The information in Section 6 is provided in IRS or other relevant tax authority as at the date of this general terms and is not intended to provide specific Prospectus. Future guidance may affect the application advice in relation to the circumstances of any particular of FATCA to Westpac, Holders or beneficial owners of potential investor or Holder. Accordingly, you should Notes or Ordinary Shares. seek independent advice in relation to your individual tax position before you choose to apply for or invest in 5.1.22 Provision of information and the Notes. certifications pursuant to A Tax Event will occur if Westpac determines, after Common Reporting Standard receiving a supporting opinion of reputable legal counsel or other tax adviser in Australia experienced compliance requirements in such matters, that (as a result of a Change of Law), The Organization for Economic Co-operation and there is a more than insubstantial risk that: Development’s Common Reporting Standard for • Westpac would be exposed to a more than de Automatic Exchange of Financial Account Information minimis adverse tax consequence or increased cost (“CRS”) requires certain financial institutions to report in relation to the Notes; or information regarding certain accounts (which may include the Notes) to their local tax authority and follow • any Distribution would not be a frankable related due diligence procedures. A jurisdiction that distribution within the meaning of Division 202 of has signed the CRS Competent Authority Agreement the Tax Act. may provide this information to other jurisdictions that In each of those situations, the risk may itself be have signed the CRS Competent Authority Agreement. a Tax Event, even before the cost or adverse tax Australia has enacted legislation to give effect to the consequence is incurred or the Distribution ceases CRS, with the CRS applying to Australian financial to be frankable. If a Tax Event occurs, Westpac may institutions from 1 July 2017. Therefore, Holders may Convert, Redeem or Transfer the Notes (subject to be requested to provide certain information and the conditions contained in the Westpac Capital certifications to ensure compliance with the CRS and Notes 8 Terms, including that Westpac has obtained a this information may be provided to the ATO and, supporting opinion of reputable legal counsel or other potentially, other taxing authorities in other jurisdictions tax adviser, experienced in such matters, in relation to outside Australia. the Tax Event – see Section 2.3.2). 5.1.23 Powers of a Banking Act statutory 5.1.21 Foreign Account Tax Compliance manager and APRA Act (“FATCA”) withholding and In certain circumstances APRA may appoint a statutory reporting manager to take control of the business of an ADI, such In order to comply with FATCA, Westpac (or, if Notes as Westpac. Those circumstances are defined in the are held through another financial institution, such other Banking Act to include: financial institution) may be required (pursuant to an • where the ADI informs APRA that it considers it is agreement with the United States or under applicable likely to become unable to meet its obligations, or is law including pursuant to the terms of an applicable about to suspend payment; intergovernmental agreement entered into between • where APRA considers that, in the absence of the United States and any other jurisdiction) (i) to external support: request certain information from Holders or beneficial owners of Notes, which information may be provided – the ADI may become unable to meet its to the US Internal Revenue Service (“IRS”), and (ii) to obligations; withhold US tax on some portion of payments made – the ADI may suspend payment; with respect to the Notes treated as foreign passthru – it is likely that the ADI will be unable to carry on payments made two years or more after the date on banking business in Australia consistently with which the final regulations that define “foreign passthru the interests of its depositors; or payments” are published if such information is not it is likely that the ADI will be unable to carry on provided or if payments are made to certain foreign – banking business in Australia consistently with financial institutions that have not entered into a similar the stability of the financial system in Australia; agreement with the United States (and are not otherwise required to comply with the FATCA regime under • the ADI becomes unable to meet its obligations or applicable law including pursuant to the terms of an suspends payment; or 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 61 CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC Capital Notes 8 Terms Capital Notes Amendment of the Westpac Amendment of the Westpac Successor holding company Successor of a formal, minor or technical nature; nature; minor or technical of a formal, errors; ambiguities and manifest cure made to of the Notes the listing to effect give to necessary by (and is not considered exchange stock on any the interest to prejudicial be materially to Westpac Westpac Capital Notes 8 Terms. 8 Terms. Capital Notes Westpac Westpac is replaced by an Approved Successor Successor an Approved by is replaced Westpac of the Westpac holding company as the ultimate and Group; as the Successor of the Approved a substitution of the and the issuer of the Notes in respect debtor under the is effected on Conversion shares ordinary Westpac may, with APRA’s prior written approval where where approval prior written with APRA’s may, Westpac with applicable compliance to and subject required 8 Terms Capital Notes amend the Westpac laws, includes an of Holders. This without the approval opinion, is: amendment which, in Westpac’s • • • Holders will be obliged to accept Approved Successor Successor Approved accept Holders will be obliged to on Shares Ordinary will not receive and Shares Conversion. Holders that should also be aware investors Potential to proposal on any vote a right to not have may the establishment to effect implement or give approve, Successor. of an Approved an substitute decision to any has not made Westpac holding company as the ultimate Successor Approved Group. of the Westpac to only some of its assets transfers Westpac Where may Successor the Approved Successor, an Approved its affect which may assets reduced have as a result their Holders will receive and the likelihood rating credit Up. claims in full in a Winding of a successor the establishment is also a risk that There Successor is not an Approved that holding company the leading to Event, as an Acquisition is treated of if the establishment Further, of the Notes. Conversion Acquisition as an is treated holding company a successor a number of does not occur, and Conversion Event Holders, including that arise for risks may different and rating credit a different be assigned may Westpac thereby altered be materially its financial position may Distributions. pay its ability to affecting adversely 5.1.26 An investment in Notes carries no right to participate in participate right to carries no Notes in An investment debt hybrid, (whether equity, of securities issue future any Group. of the Westpac member any by or otherwise) such if any, the effect, be made as to can No prediction an entity in by of debt or other securities issues future or price on the market have may Group the Westpac liquidity of the Notes. 5.1.25 holding as the ultimate is replaced Westpac Where an Approved by Group Westpac of the company satisfied, are other conditions and certain Successor but Westpac will not be triggered of Notes Conversion amendments make instead to be allowed may is obtained) approval written prior APRA’s (provided debtor as the Successor the Approved substitute to of in respect and as the issuer of the Notes in respect make and to on Conversion issued shares the ordinary Capital Westpac the other amendments to certain should investors potential Accordingly, 8 Terms. Notes if: that, be aware • • ”). A transfer ”). A transfer FSTR Act FSTR Investment risks Investment securities by Westpac securities by Future issues of debt or other issues Future have the same or different terms and conditions as and conditions terms or different the same have the Notes. rank for distribution or payment of capital (including or payment distribution for rank or another member of Westpac Up in the Winding equally with, behind or Group) of the Westpac or ahead of the Notes; or dividend, interest or different the same have or as the Notes; rates distribution default of compliance with a direction by APRA by with a direction of compliance default or regulations Act with the Banking comply to of Australia Court the Federal made under it and of the ADI’s control assume authorises APRA to business. where, in certain circumstances, the ADI, its holding the ADI, circumstances, certain in where, is in of its subsidiaries, any or (if any) company The Westpac Capital Notes 8 Terms do not require do not require 8 Terms Capital Notes Westpac The changes or business certain from refrain to Westpac limits. ratio within certain operate to Westpac require Any issue of other securities may affect Holders’ ability affect of other securities may issue Any Holders on a Sum due to the Liquidation recover to the time. at on issue are if the Notes Up, Winding • • Westpac and members of the Westpac Group may, at may, Group and members of the Westpac Westpac that: securities in the future issue discretion, their absolute • 5.1.24 may be exercised in a way which adversely affects the affects which adversely way in a be exercised may in with its obligations comply to ability of Westpac the affect adversely and this may of the Notes respect position of Holders. Restructure) Act 1999 (Cth) (“ 1999 (Cth) Act Restructure) contract in any anything overrides Act under the FSTR including the is a party, which Westpac to or agreement of APRA powers These 8 Terms. Capital Notes Westpac In addition, APRA has powers to require the require to In addition, APRA has powers of of all or part of the business transfer compulsory to of Westpac) Shares (including Ordinary Westpac and (Transfer another entity under the Financial Sector other entities within the Westpac Group and changes Group other entities within the Westpac the to recognition statutory give designed to which are capital instruments. of regulatory or write-off conversion Westpac include greater oversight, management oversight, include greater Westpac Group Westpac to in relation powers and directions APRA, by not regulated previously entities which were certain over management powers statutory increased APRA’s powers to facilitate resolution of the entities it of resolution facilitate to powers APRA’s powers Additional (and their subsidiaries). regulates APRA and which impact to been given which have Act statutory manager may be exercised in a way which in a way be exercised manager may statutory Act and the Notes to the rights attaching affects adversely the position of Holders. enhance to amended in 2018 was Banking Act The holding company (if any) or any of its subsidiaries any or (if any) holding company that Rules. In the event Listing is party or the ASX to manager is appointed statutory a Banking Act of a Banking powers these broad in the future, Westpac Banking Act statutory manager is authorised to do so manager is authorised to statutory Banking Act constitution, the ADI’s Act, the Corporations despite which the ADI, its to or arrangement contract any in the ADI, its holding company (if any) or any of its or any (if any) company in the ADI, its holding or restrictions rights or cancel vary subsidiaries, and to in the ADI, its of shares in a class shares to attached The of its subsidiaries. or any (if any) holding company The powers of a Banking Act statutory manager statutory Act of a Banking powers The its of an ADI, the constitution alter to include the power to of its subsidiaries, or any (if any) holding company shares) acquire rights to (or or sell shares cancel issue, • SECTION 5 SECTION 62 WESTPAC CAPITAL NOTES 8

SECTION 5 Investment risks

of Holders as a whole) or to comply with applicable Transferred or, in the event of a Capital Trigger Event laws (including the requirements of any statutory or Non-Viability Trigger Event, terminated. If any of the authority, such as APRA); or following risks occur, Westpac’s business, prospects, • generally not materially prejudicial to the interest of reputation, financial performance or financial condition Holders as a whole. could be materially adversely affected, and the likelihood of a Capital Trigger Event or Non-Viability Westpac may also amend the Westpac Capital Notes Trigger Event may increase, with the result that the 8 Terms, with APRA’s prior written approval, if the trading price of Westpac’s securities could decline amendment has been approved by a Special Resolution and as a Holder you could lose all, or part, of your of Holders or is necessary to effect the substitution of investment. an Approved Successor as the debtor in respect of the Notes and the issuer of ordinary shares on Conversion. 5.2.1 Westpac has suffered, and could Amendments under these powers are binding on all in the future suffer, information Holders despite the fact that a Holder may not agree security risks, including with the amendment. cyberattacks Westpac may also amend the Westpac Capital Notes 8 Terms in certain circumstances where the 3 month The Westpac Group (and its external service providers) BBSW Rate ceases to be available (i.e. a BBSW Rate is subject to information security risks. These risks are Disruption Event occurs) and replace the 3 month heightened by: BBSW Rate with an alternative rate that Westpac • new technologies and increased digital service considers appropriate (subject to APRA’s prior written options; approval), acting in good faith and in a commercially • increased use of the internet and reasonable manner, and make certain other telecommunications to conduct financial consequential amendments to the Westpac Capital transactions; Notes 8 Terms. Such amendments could adversely • the growing sophistication of attackers; affect the interests of Holders. • the COVID-19 pandemic, which has resulted in many APRA’s prior written approval to amend the Westpac Westpac employees (and staff of service providers) Capital Notes 8 Terms is always required where the working remotely or from other sites, potentially amendment would impact, or potentially impact, the providing increased opportunities for cyber threat classification of the Notes as Additional Tier 1 Capital on actors to exploit. a Level 1 or Level 2 basis. These risks could result in information security 5.1.27 No rights if control of Westpac is risks such as cyberattacks, espionage and/or errors happening at an unprecedented pace, scale and acquired reach. While Westpac has systems in place to protect If a person other than an Approved Successor acquires against, detect and respond to cyberattacks, these control of Westpac, the Westpac Capital Notes 8 Terms systems have not always been, and may not always be, do not provide any right or remedy for the Holders effective. Westpac and its customers could suffer losses on account of such an acquisition occurring except from cyberattacks, information security breaches or where the acquisition constitutes an Acquisition Event. ineffective cyber resilience. The Westpac Group may Further, such an acquisition of Westpac may result in not be able to anticipate and prevent a cyberattack, Westpac’s Ordinary Shares no longer being quoted on effectively respond to a cyberattack and/or rectify ASX. or minimise damage resulting from a cyberattack. Westpac’s external service providers, and other parties If after such an acquisition has occurred a Non-Viability that facilitate its activities and financial platforms Trigger Event occurs, the number of Ordinary Shares and infrastructure (such as payment systems and issued on Conversion will reflect the VWAP for the exchanges) are also subject to the risk of cyberattacks, period of 5 Business Days on which the Ordinary Shares which could in turn impact Westpac. were last traded on ASX. The period of 5 Business Days may be well before the Non-Viability Trigger Event Westpac’s operations rely on the secure processing, and, accordingly, the value of the Conversion Number storage and transmission of information on its of Ordinary Shares when issued may be very different computer systems and networks, and the systems from the value based on the VWAP used to determine and networks of external suppliers. Although Westpac the Conversion Number. This may adversely affect implements measures to protect the confidentiality the value of the Ordinary Shares which are issued to and integrity of its information, there is a risk that the Holders upon Conversion and such Ordinary Shares computer systems, software and networks on which may not be freely tradable. Westpac, or its service providers, rely may be subject to security breaches, unauthorised access, malicious software, external attacks or internal breaches 5.2 Investment risks relating that could have an adverse impact on Westpac’s to Westpac confidential information or that of its customers and counterparties. Set out in this Section 5.2 are specific risks associated with an investment in Westpac. Westpac’s business A range of potential consequences could arise from a is subject to risks that can adversely impact its successful cyberattack, such as: financial performance, financial condition and future • systems disrupting operations due to not operating performance. These risks are relevant to an investment properly; in Notes and Ordinary Shares as the value of such • damage to technology infrastructure; an investment in Notes will depend on Westpac’s • adverse impacts to network access, operations or financial condition and future performance, regardless availability of services; of when or if the Notes are Converted, Redeemed, 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 63 CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC to contain the virus or mitigate its impact and the the virus or mitigate contain to as the timing and such actions, as well of effectiveness In turn, such uncertainty recovery. speed of economic impacts on Westpac’s longer term for has the potential COVID-19 The and operations. business customers, other risks described in also heighten pandemic may this Section 5.2. need to adjust its risk appetite, policies or controls so it policies or controls its risk appetite, adjust need to or pandemic and protect the outbreak to can respond who visit Westpac’s and customers of staff the well-being unforeseen have changes could These premises. to Group the Westpac and expose consequences media scrutiny. and/or focus regulatory increased pandemic, the COVID-19 to respond to Further, future in the (and may has implemented Westpac short periods of in very measures implement) new risk the increase this type of action may Taking time. occurs, breakdown or compliance an operational that impacts on financial losses, leading to potentially legal action. and/or or regulatory service customer the Westpac has impacted pandemic COVID-19 The dividends, with the Westpac pay ability to Group’s dividend last an interim pay electing not to Group a strong retain to the desire given financial year in the the ongoing uncertainty sheet and balance the COVID-19 that It is possible environment. operating disease outbreak pandemic, or another communicable impact the will negatively COVID-19, or pandemic like dividends or future pay ability to Group’s Westpac capital distributions. make with the associated be uncertainty to continues There course, pandemic, including the ultimate COVID-19 and the availability of the disease and severity duration is There programs. of vaccination and effectiveness may actions that future to in relation also uncertainty attempt to and businesses governments by be taken their powers to prevent banks from declaring dividends declaring from banks prevent to their powers April in Zealand, buybacks. In New share or undertaking dividend freeze the decision to the RBNZ made 2020, and in March Zealand, in New banks by payments a 50% dividend place to it eased the restriction 2021, of dividends on ordinary on the distribution restriction This until 1 July 2022. Zealand banks in New by shares Zealand New Westpac subsidiary, Westpac’s prevents as than 50% of its earnings more paying from Limited, 1 Level impacts Westpac’s dividends and negatively the RBNZ has moved recently, More CET1 capital ratio. introducing by in house prices growth the rapid stem to lending on mortgage restrictions Ratio Value Loan new borrowers. and investor-based both owner-occupier for banks (including Australian to APRA has written they that and outlined its expectations Westpac) and ratios dividend payout moderate to continue plans and/ the use of dividend reinvestment consider offset the to or other capital management initiatives distributions. impact on capital from been, have activities and operations business Westpac’s outbreaks disease by disrupted be, in the future and may pandemic has the COVID-19 example, or pandemics. For suppliers closing party and its third in Westpac resulted of services and suspending the provision workplaces a period. channels for certain through may Westpac or pandemics occur, outbreaks such When The The Investment risks Investment continue to have (and a pandemic have to continue future in the could COVID-19 like on the effect an adverse have), Group Westpac COVID-19 has had, and may has had, and may COVID-19 litigation; and litigation; modify to required resources significant additional and investigate or to systems Westpac’s or enhance or incidents. vulnerabilities any remediate loss of data or information; of data loss damage; reputational compensation; claims for laws; of privacy breach including fines or action regulatory adverse scrutiny; regulatory penalties and increased loss of customers; loss share; of market loss COVID-19 pandemic have impacted and could in the and could impacted pandemic have COVID-19 As an example, Group. impact the Westpac future exercised jurisdictions have in some overseas regulators impacted by COVID-19 which may require banks require which may COVID-19 by impacted support those interventions. to (including Westpac) the to in response regulators by taken Actions see the Westpac Group assume greater risk than it greater assume Group see the Westpac is There circumstances. under ordinary have would or regulator further government for also the potential and customers support the economy to intervention products, waiving certain fees and granting deferrals deferrals and granting fees certain waiving products, have initiatives These loan repayments. of certain impact on a negative have to continue had and may and may financial performance Group’s the Westpac increases may be required. may increases by impacted customers has supported Westpac on certain rates interest lowering the pandemic by write-offs. Westpac has increased its COVID-19 related related its COVID-19 has increased Westpac write-offs. of losses emergence the potential for allow to overlays measures and stimulus of support the effect once further however, portfolios, in its business reduces affect, demand for Westpac’s products and services and services products Westpac’s demand for affect, amount. an unknown time and by an unknown for has, customers on Westpac’s financial stress associated and impairments, defaults increase to, and is expected have, a negative effect on economic activity. activity. on economic effect a negative have, these COVID-19 activity due to in economic Reduction in the future and may has affected, factors induced continue to disrupt, numerous industries and global industries disrupt, numerous to continue its mitigate to supply chains, while important measures movement on businesses, as restrictions impact (such to continue had, and may have and public gatherings) shareholders, employees and financial performance, and financial performance, employees shareholders, effects. among other adverse and will pandemic has disrupted, COVID-19 The The Westpac Group is vulnerable to the impacts of to is vulnerable Group Westpac The or a pandemic. disease outbreak a communicable continue pandemic has had, and may COVID-19 The customers, impact on Westpac’s a negative have, to 5.2.2 significant resources to modify or enhance its systems its systems modify or enhance to significant resources or vulnerabilities any and remediate or investigate incidents. All these potential consequences could negatively negatively could consequences All these potential reputation, prospects, business, Westpac’s affect or financial condition. financial performance spend need to may Westpac evolve, threats As cyber • • • • • • • • • SECTION 5 SECTION 64 WESTPAC CAPITAL NOTES 8

SECTION 5 Investment risks

5.2.3 Westpac could be adversely by the COVID-19 pandemic or similar pandemics. The COVID-19 pandemic has caused significant disruptions affected by legal or regulatory and delays to regulatory change projects, increasing change the risk that the Westpac Group may not comply with new regulations when they come into effect. The The Westpac Group’s business, prospects, reputation, governmental response to COVID-19 has also seen financial performance and financial condition have new legislation and regulation, which may increase been, and could in the future be, adversely affected compliance risks. The Westpac Group may also incur by changes to law, regulation, policies, supervisory significant costs responding to this new legislation and activities and the expectations of its regulators. The regulation. Westpac Group operates in an environment where there is increased regulation and scrutiny of financial 5.2.4 Westpac has been and could be services providers. adversely affected by failing to Regulatory change has directly and adversely affected the Westpac Group’s financial performance comply with laws, regulations or and financial condition, and could do so in the regulatory policy future. In recent years, laws and regulations have Westpac is responsible for ensuring that it complies been introduced requiring Westpac to hold more with all applicable legal and regulatory requirements liquidity and higher capital, and a Bank Levy (based and industry codes of practice in the jurisdictions in on liabilities) has been imposed on Australia’s largest which it operates or obtain funding, as well as meeting banks. Laws and regulations that have a similar effect its ethical standards. could be passed in the future, including as a result of APRA’s proposed capital policy reforms. The Westpac Group is subject to conduct and compliance risk. These risks are exacerbated by the Regulatory changes may also affect how Westpac increasing complexity and volume of regulation, operates. For example, recent regulation has altered including where Westpac interprets its obligations and the way Westpac provides its products and services, rights differently to regulators or a court, tribunal or in some cases requiring it to change or discontinue other body. The potential for this is heightened when Westpac’s offerings. Regulation could also limit regulation is new, untested or is not accompanied by Westpac’s flexibility, require Westpac to incur extensive regulatory guidance. substantial costs, impact the profitability of Westpac’s businesses, result in the Westpac Group being unable The Westpac Group’s compliance management system to increase or maintain market share and/or create is designed to identify, assess and manage compliance pressure on margins and fees. risk. However, this system has not always been, and may not always be, effective. Breakdowns have, and There are many sources of regulatory change that may in the future, occur due to flaws in the design could affect Westpac’s business. Such change could or implementation of controls or processes. This has stem from international bodies, such as the Basel resulted in, and may in the future result in, potential Committee on Banking Supervision (BCBS), or from breaches of compliance obligations as well as poor reviews and inquiries commissioned by governments customer outcomes. (including the Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Conduct risk could occur through the provision of Industry) or regulators. Reviews and commissions of products and services to customers that do not inquiry may lead to, and in some cases already have led meet their needs or do not meet the expectations to, substantial regulatory change, which could have a of the market, as well as the poor conduct of material impact on the Westpac Group. Westpac’s employees, contractors, agents, authorised representatives and external services providers. This Regulation impacting Westpac’s business may not could occur through a failure to meet professional always be released in a timely manner before its date obligations to specific clients (including fiduciary and of implementation. Similarly, early announcements of suitability requirements), weakness in risk culture regulatory change may not be specific and significantly or corporate governance or organisational culture, differ from the final regulation. In those cases, the poor product design and implementation, failure Westpac Group may not be able to effectively manage to adequately consider customer needs or selling its compliance design in the timeframes available. products and services outside of customer target Relevant governments or regulators could also markets. This could include deliberate attempts by such revise their application of regulatory policies, individuals to circumvent Westpac’s controls, processes thereby impacting Westpac’s business (such as and procedures or reckless or negligent actions macro-prudential limits on lending). that could result in the circumvention of Westpac’s controls, processes and procedures. The Westpac It is critical the Westpac Group manages regulatory Group depends on its people to ‘do the right thing’ to change effectively. The failure to do so has resulted, meet its compliance obligations and abide by its Code and could in the future result, in the Westpac Group of Conduct. Inappropriate or poor conduct by these not meeting its compliance obligations, the potential individuals such as not following a policy or engaging consequences of which are set out in Section 5.2.4 in misconduct has resulted, and could result, in poor below. Westpac expects that Westpac will continue to customer outcomes and a failure by the Westpac Group invest significantly in compliance and the management to meet its compliance obligations. The large number and implementation of regulatory change, and of employees and the staff of Westpac’s third-party significant management attention and resources may contractors working remotely due to the COVID-19 be required to update existing, or implement new, pandemic may negatively affect the Westpac Group’s processes to comply with such new regulations. compliance controls and monitoring processes and The Westpac Group’s ability to manage regulatory there may be an increased risk that staff fail to follow change has been, and may in the future be, impacted 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 65 CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC Regulatory action commenced against the Westpac the Westpac against action commenced Regulatory expose in the future and may has exposed Group risk of litigation an increased to Group the Westpac action class parties (including through third by brought Group the Westpac require which may proceedings), undertake parties and/or third to compensation pay to activities. further remediation individuals to account. individuals to of also be a shift in the type and focus may There regulators by commenced proceedings enforcement increasingly may regulators example, For in the future. criminal potential for investigations refer seek to Department of the Commonwealth to consideration bodies. prosecutorial or other Public Prosecutions prosecutions in criminal in an increase result may This or their employees and/or institutions against representatives. institutions monitor supervise and regulators way The change in the to continue has also changed and may ‘Close and Continuous is ASIC’s An example future. of reviews onsite involving program Monitoring’ entities, including Westpac. financial services a high volume to is responding Group Westpac The APRA and other ASIC, from requests of regulatory trend with the long term is consistent This regulators. and supervision and monitoring enhanced towards regulators. activity by enforcement greater third operations, business, Westpac’s Disruptions to the from and suppliers resulting party contractors continue and may increased pandemic have COVID-19 will not be able Westpac the risk that increase to about regulators made to commitments satisfy to outstanding resolving and/or processes improving of a regulator the prospect increasing potentially issues, Group. the Westpac taking action against The political and regulatory environment that the that environment and regulatory political The in the seen (and may in has operates Group Westpac new any (including regulators Westpac’s see) future materially along with powers new receive regulator) sector and financial corporate penalties for increased civil commence can ASIC In particular, misconduct. seek civil penalties (currently and penalty proceedings an Australian against million per offence) $525 up to failing for as Westpac) (such licensee financial services financial that ensure to do all things necessary to provided are under the licence provided services may Group Westpac The and fairly. honestly efficiently, with comply to failing penalties for significant also face Group Westpac the by and a failure other obligations, large leading to in multiple contraventions result may penalties. in the and may adjusted have regulators Westpac’s approach they the way adjust to continue future their enforcement preferring potentially oversight, For approach. consultative a more over powers not litigate?’ a ‘Why to committed ASIC example, and referrals and has prioritised case studies approach and significant Commission the Royal arising from to APRA has also committed misconduct. market a new (including approach enforcement a revised it will indicating Model), Supervision Risk and Intensity and prevent to appropriate where use enforcement serious prudential risks and hold entities and address Investment risks Investment capital overlays it may need to raise additional capital raise need to it may capital overlays impact on its financial an adverse have which could and financial condition. performance $500 million overlay following the commencement of the commencement following $500 million overlay (both overlays AUSTRAC by civil penalty proceedings in risk weighted an increase applied through were incurs additional Group If the Westpac assets). million overlay to Westpac’s operational risk capital operational Westpac’s to million overlay self- of Westpac’s the completion following requirement in relation and practices its frameworks into assessment and a further and accountability governance culture, to APRA can also require the Westpac Group to hold to Group the Westpac APRA can also require or a capital overlay additional capital either through APRA imposed a $500 assets. higher risk weighted a direction to comply with a prudential requirement, requirement, with a prudential comply to a direction action) or disqualify remedial an audit or take conduct under the Banking and Person’ an ‘Accountable Regime Accountability Executive In many cases, Westpac’s regulators have broad broad have regulators cases, Westpac’s In many APRA can, in certain example, For powers. as (such Westpac to directions issue circumstances, or other enforcement outcomes. In addition, regulatory In addition, regulatory outcomes. or other enforcement findings against adverse lead to may investigations and management, including potential directors disqualification. to comply with Australian Financial Services Licence Licence Financial Services with Australian comply to pursue civil or criminal could Regulators conditions. fines, civil penalties seeking substantial proceedings, or its representatives. Westpac is currently the subject is currently Westpac or its representatives. of breaches potential to actions relating of various including laws, and financial services conduct market and a failure trading insider conduct, unconscionable Depending on the circumstances, regulatory reviews reviews regulatory Depending on the circumstances, in the and may the past in have and investigations or taking administrative in a regulator result future and/ Group the Westpac action against enforcement may adversely affect Westpac’s business, operations, operations, business, Westpac’s affect adversely may pay and ability to financial performance reputation, dividends. reviews by regulators. The Westpac Group has devoted has devoted Group Westpac The regulators. by reviews significant devote) to continue (and will need to incur) to (and will continue and has incurred resources which and investigations, these reviews for costs comply with a compliance obligation has in the past has in the past obligation with a compliance comply commencing a regulator to lead in the future and could Group Westpac The or an investigation. surveillance and a number of investigations subject to is currently business, prospects, financial performance or financial financial performance prospects, business, condition. to failure, or suspected failure, Group’s Westpac The could result in financial losses (including incurring (including losses in financial result could of as a result and costs remediation substantial and reputational and customers) regulators by litigation Westpac’s affect adversely which could damage, controls that are designed to manage poor conduct conduct manage poor to designed are that controls and processes policies, frameworks, these outcomes, failure The ineffective. be, and may been, have controls and controls processes policies, of these frameworks, internal policies or that customers may be adversely be adversely may customers policies or that internal breaches. privacy through affected and policies, processes has frameworks, Westpac While SECTION 5 SECTION 66 WESTPAC CAPITAL NOTES 8

SECTION 5 Investment risks

5.2.5 Westpac has suffered, and in the capital following the completion of its Culture, Governance and Accountability self-assessment, as future could suffer, losses and well as the payment of a civil penalty of $1.3 billion as be adversely affected by the a result of the civil penalty proceedings brought by failure to implement effective risk AUSTRAC against Westpac. In the reporting period ending 31 March 2021, APRA accepted an Enforceable management Undertaking from Westpac, reflecting the crystallisation Westpac’s risk management framework has not always of many of the risks discussed above, and APRA has been, or may not in the future prove to be, effective. approved Westpac’s integrated plan in relation to risk governance. Inadequacies in addressing risks or in the This could be because the design of the framework Westpac Group’s risk management framework could is inadequate or that key risk management policies, also result in the Westpac Group failing to meet a controls and processes may be ineffective, due to compliance obligation and/or financial losses. inadequacies in their design, technology failures or because of poor implementation or high execution risk. If any of Westpac’s governance or risk management The potential for these types of failings is heightened processes and procedures prove ineffective or if the Westpac Group does not have enough inadequate or are otherwise not appropriately appropriately skilled, trained and qualified employees in implemented, as has occurred, Westpac could be key positions. exposed to higher levels of risk than expected which may result in unexpected losses, imposition of capital There are also inherent limitations with any risk requirements, breaches of compliance obligations and management framework as risks may exist, or emerge reputational damage which could adversely affect in the future, that Westpac has not anticipated or Westpac’s business, prospects, financial performance or identified, and Westpac’s controls may not be effective. financial condition. The risk management framework may also prove ineffective because of weaknesses in risk culture, which 5.2.6 The failure to comply with may result in risks and control weaknesses not being financial crime obligations has identified, escalated or acted upon. Recent analysis had and could have further and reviews, in addition to regulatory feedback, have highlighted that the framework is not operating adverse effects on Westpac’s satisfactorily in a number of respects and needs to business and reputation be improved. The Westpac Group has a number of The Westpac Group is subject to anti-money laundering risks which sit outside its risk appetite or do not meet and counter-terrorism financing (“ ”) laws, the expectations of regulators. Many of these areas AML/CTF anti-bribery and corruption laws, economic and requiring improvement relate to the enforceable trade sanctions laws and tax transparency laws in the undertaking entered into with APRA by Westpac in jurisdictions in which it operates. These laws can be December 2020. Further, a deficiency in the design or complex and, in some circumstances, impose a diverse operation of Westpac’s remuneration structures could range of obligations. As a result, regulatory, operational have a negative effect, potentially resulting in staff and compliance risks are heightened. For example, engaging in excessive risk-taking behaviours. AML/CTF laws require Westpac and other regulated As part of the Westpac Group’s risk management institutions to (amongst other things) undertake the framework, the Westpac Group measures and monitors applicable customer identification procedures, conduct risks against its risk appetite. If a risk is out-of-appetite, ongoing and enhanced due diligence on customers, the Westpac Group needs to take steps to bring this maintain and comply with an AML/CTF program and risk back into appetite in a timely way. However, the undertake ongoing risk assessments. Westpac Group may not always be able to achieve this AML/CTF laws also require Westpac to report certain within proposed timeframes. This may occur because, matters and transactions to regulators (including for example, the Westpac Group experiences delays international funds transfer instructions, threshold in enhancing its information technology systems or in transaction reports and suspicious matter reports) and recruiting sufficient numbers of appropriately trained ensure that certain information is not disclosed to third staff for required activities. It is also possible that due parties in a way that would contravene the ‘tipping off’ to external factors beyond Westpac’s control, certain provisions in AML/CTF legislation. The failure to comply risks may be inherently outside of appetite for periods with these laws has had, and in the future may have, of time. The Westpac Group is required to periodically adverse impacts for the Westpac Group. review its risk management framework to determine if it remains appropriate. In recent years there has been, and there continues to be, increased focus on compliance with financial crime If the Westpac Group is unable to bring risks back into obligations, with regulators globally commencing large- appetite, or if it is determined that the Westpac Group’s scale investigations and taking enforcement action for risk management framework is no longer appropriate, identified non-compliance (often seeking significant the Westpac Group may incur unexpected losses penalties). Further, due to the Westpac Group’s large and be required to undertake considerable remedial number of customers and transaction volumes, the work, including incurring substantial costs. The failure undetected failure or the ineffective implementation, to remedy this situation could result in increased monitoring or remediation of a system, policy, process scrutiny from regulators, who could require (amongst or control (including a regulatory reporting obligation) other things) that the Westpac Group hold additional has resulted, and could in the future result, in a capital or direct the Westpac Group to spend money significant number of breaches of AML/CTF obligations. to enhance its risk management systems and controls. This in turn could lead to significant penalties, such as Weaknesses in risk management systems and controls in the AUSTRAC proceedings described below, and have recently led to adverse outcomes for the Westpac other adverse impacts for the Westpac Group, such as Group, with APRA requiring Westpac to hold additional reputational damage. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 67 CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC given its international portfolio. Climate change may change may Climate portfolio. its international given and international both domestic from stability remove impact customer and may conditions economic in these markets. confidence manage and disclose direct effectively to Failure risks, including physical, climate-related and indirect risks, activism and shareholder litigation transition, prospects, business, Westpac’s affect adversely could condition. or financial financial performance reputation, may place additional pressure on certain customer customer on certain additional pressure place may which gas emissions, greenhouse reduce to sectors of risk, or loss in additional credit in turn result could changes in markets. due to revenues legal and to time, time to be subject, from may Westpac activist by actions instituted challenges due to business such actions to or others. Responding shareholders create and may and time-consuming, be costly could with associated and disclosure attention increased be heightened could In addition, there such matters. expectations shareholder varying risk due to litigation made by or commitments or additional disclosures as uncertainties Perceived shareholders. to Westpac of shareholder as a result direction future Westpac’s to of a change in the the perception lead to activism may or other instability. of the business direction to Westpac by failure perceived or failure any Further, change risks manage and disclose climate proactively the risk of third in turn increase may appropriately action or regulatory litigation, party and shareholder with its customers), (and/or Group the Westpac against more actions becoming these types of climate-related Westpac Further, and globally. in Australia common on and regulators shareholders from scrutiny expects and risk management practices the climate-related lending policies of banks and other financial institutions years. in coming high in Australia remain to geopolitical broader to is also exposed Westpac change impacts of climate and macro-economic events including fires, storms, floods and droughts. floods and droughts. storms, fires, including events may in nature, or chronic acute whether effects, These for through, and its customers impact Westpac directly activity economic and business to disruptions example, Adverse values. and asset or impacts on income negatively may customers impacts on Westpac’s as as well and security values, impact loan serviceability its profitability. risk arising from to is exposed In addition, Westpac change with climate associated and trends initiatives in supervisory Changes risks). (transition mitigation changes of banks, other regulatory expectations directly could appetite and changes in investor higher to giving rise by example, for impact Westpac, costs. funding and/or compliance include the change in this space of regulatory Examples Vulnerability APRA of its Climate by commencement banks including major Australian involving Assessment Prudential draft of APRA’s the release Westpac; change financial risks; and Guide on climate Practice Zealand in New legislation of proposed the introduction the for reporting climate-risk mandatory require to financial sector. risk indirectly transition to is also exposed Westpac or regions. risk sectors higher its lending to through changes, regulatory developments, Technological preferences and shifting customer pressure stakeholder Investment risks Investment effects on Westpac’s business on Westpac’s effects Climate change may have adverse adverse have change may Climate affected by the physical risks of climate change, change, risks of climate the physical by affected rising sea levels, in temperatures, including increases climatic adverse of and severity and the frequency Westpac, its customers, external suppliers and suppliers external its customers, Westpac, be adversely may in which it operates, communities including substantial financial penalties. including substantial 5.2.7 could harm the Westpac Group’s credit ratings. ratings. credit Group’s harm the Westpac could has resulted AUSTRAC action by enforcement Previous and the nature depending on of outcomes, in a range consequences, and its conduct of the relevant severity ability to efficiently access capital markets, which could which could capital markets, access efficiently ability to Group’s on the Westpac effect adverse a material have financial performance prospects, reputation, business, such effect any Furthermore, and financial condition. Westpac operates. Any such litigation or proceeding or proceeding such litigation Any operates. Westpac cause significant financial and reputational could result damage could Reputational Westpac. damage to Group’s the Westpac or restrict of customers in the loss regulatory investigations, reviews, inquiries, proceedings inquiries, proceedings reviews, investigations, regulatory parties third by commenced or other litigation and actions), US or other class (including Australian, jurisdictions where action in non- Australian regulatory Non-compliance or alleged non-compliance with or alleged non-compliance Non-compliance and public obligations financial crime related Westpac’s lead to in, and could also resulted have disclosure a result of the civil proceedings brought by AUSTRAC AUSTRAC by brought of the civil proceedings a result certain for 2019 on 20 November Westpac against Laundering and Anti-Money of the contraventions 2006 (Cth). Act Financing Counter-Terrorism litigation, significant fines, penalties and the revocation, significant fines, penalties and the revocation, litigation, For conditions. of licence suspension or variation paid a civil penalty of $1.3 billion as Westpac example, Westpac Group’s compliance programs. programs. compliance Group’s Westpac with these financial crime comply to fails If Westpac and has in the face, could Westpac obligations, as action such enforcement regulatory faced, past assurance that AUSTRAC, the ATO or other regulators or other regulators ATO the AUSTRAC, that assurance update and program its remediation that will agree the enhance or effectively activities will be adequate continue to be identified. to continue updates provides Group Although the Westpac on its and other regulators the ATO AUSTRAC, to is no activities, there and other program remediation increased dedicated financial crime risk expertise and crime risk expertise financial dedicated increased of the financial crime program deliver to resources further on financial crime, focus increased With work. been identified and may have attention requiring issues of its money laundering and terrorism financing risk terrorism laundering and of its money the rectify and seek to and governance) assessments has Group Westpac management of this risk. The The Westpac Group is currently undertaking a is currently Group Westpac The strengthen to of work program significant multi-year financial crime risk in its weakness of control areas aspects (including important management framework feedback, have highlighted that its systems, policies, its systems, that highlighted have feedback, satisfactorily not operating are and controls processes improvement. require and in a number of respects in the future always be, effective. This could be for a be for could This effective. be, always in the future a deficiency example, including, for of reasons, range failure. or a technology in the design of a control regulator in addition to and reviews, analysis Westpac’s While the Westpac Group has systems, policies, has systems, Group the Westpac While manage designed to in place and controls processes reporting (including crime obligations its financial not and may been, not always have these obligations), SECTION 5 SECTION 68 WESTPAC CAPITAL NOTES 8

SECTION 5 Investment risks

5.2.8 Reputational damage has harmed Litigation (including class actions) may, either individually or in aggregate, adversely affect the and could in the future harm Westpac Group’s business, operations, prospects, Westpac’s business and prospects reputation or financial condition. This risk is heightened by increases in the severity of penalties for certain Reputational risk arises where there are differences breaches of the law. Such matters are subject to many between stakeholders’ current and emerging uncertainties and the outcome may not be predicted perceptions, beliefs and expectations and Westpac’s accurately. Furthermore, the Westpac Group’s ability past, current and planned activities, processes, to respond to and defend litigation may be adversely performance and behaviours. affected by inadequate record keeping. There are various potential sources of reputational Depending on the outcome of any litigation, the damage. For example, where Westpac’s actions Westpac Group has been and may in the future be cause, or are perceived to cause, a negative outcome required to comply with broad court orders, including for customers, shareholders, stakeholders or the compliance orders, enforcement orders or otherwise community. Reputational damage could also arise from pay significant damages, fines, penalties or legal costs. the failure to effectively manage risks, failure to comply with legal and regulatory requirements, enforcement In addition, the case studies considered by the Royal or supervisory action by regulators, adverse findings Commission, and the Royal Commission’s findings, from regulatory reviews, failure or perceived failure have led, and may in the future lead to, regulators to adequately respond to community, environmental, commencing investigations and/or enforcement action social and ethical issues, failure of information security against the Westpac Group. systems, technology failures and security breaches There is a risk that the actual penalty or damages paid and inadequate record keeping, which may prevent following a settlement or determination by a Court Westpac from demonstrating that or determining if a for any legal proceedings may be materially higher or past decision was appropriate at the time it was made. lower than the provision or that any contingent liability The AUSTRAC proceedings illustrate a number of these may be larger than anticipated. This may occur in a risks. range of situations, for example where the scope of Westpac’s reputation could also be adversely affected litigation against the Westpac Group is expanded by by the actions of customers, suppliers, joint-venture further claims or causes of action. There is also a risk partners, strategic partners, other counterparties and that additional litigation or contingent liabilities arise, accredited data recipients that the Westpac Group all of which could adversely affect Westpac’s business, provides customer data to under Australia’s ‘Open prospects, reputation, financial performance or financial Banking’ regime. condition. Failure, or perceived failure, to address issues that 5.2.10 Westpac could suffer losses due could or do give rise to reputational risk has created, and could in the future create, additional legal risk, to technology failures subject Westpac to regulatory investigations, regulatory Maintaining the reliability, integrity and security of enforcement actions, fines and penalties or litigation or Westpac’s information and technology is crucial to other actions brought by third parties (including class Westpac’s business. actions), requirements to remediate and compensate customers, remediation and other costs and While the Westpac Group has a number of processes reputational harm among customers, investors and the in place to preserve and monitor the availability and market. This could adversely affect Westpac’s business, recovery of its systems, there is a risk that Westpac’s prospects, financial performance or financial condition. information and technology systems might fail to operate properly or become disabled, including 5.2.9 Westpac has suffered and could from events wholly or partially beyond Westpac’s suffer losses due to litigation control. For example, the COVID-19 pandemic has seen more employees and staff of Westpac’s third- Westpac and its subsidiaries are, from time to time, party contractors work remotely or from alternative involved in legal proceedings (including class actions), sites, which may put additional stress on Westpac’s regulatory actions or arbitration. Such litigation has technology infrastructure and systems. been and could in the future be commenced by a range If Westpac incurs a technology failure, it may fail of plaintiffs, such as customers, shareholders, suppliers, to meet a compliance obligation (such as retaining counterparties and regulators. records and data for a certain period), or its customers In recent years, there has been an increase in class may be adversely affected, including through privacy action proceedings, many of which have resulted in breaches or loss of personal data. This could result in significant monetary settlements. The risk of class reputational damage, remediation costs and a regulator actions has been heightened by a number of factors, commencing an investigation and/or taking action including regulatory enforcement actions (such as the against Westpac. The over reliance on legacy systems civil penalty proceedings brought by AUSTRAC), an may heighten the risk of a technology failure. increase in the number of regulatory investigations and Westpac needs to regularly renew and enhance its inquiries (such as the Royal Commission), a greater technology to deliver new products and services, willingness on the part of regulators to commence comply with regulatory obligations and meet its court proceedings, more intense media scrutiny and the customers’ and regulators’ obligations. Consequently, growth of third-party litigation funding. Class actions Westpac are constantly managing new technology commenced against a competitor could also lead to projects. Failure to effectively implement these projects similar proceedings against Westpac. could result in cost overruns, reduced productivity, operational instability, compliance failures, reputational 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 69 CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC financial markets adversely financial markets maintain to the failure by affected ratings its credit affected by the risk of inadequate the risk of inadequate by affected under stressed capital levels conditions Sovereign risk may destabilise destabilise risk may Sovereign be adversely could Westpac Westpac could be adversely adversely be could Westpac are based on an evaluation of a number of factors, of a number of factors, based on an evaluation are the quality financial strength, including Westpac’s considerations structural governance, of Westpac’s and financial system the Australian regarding A rating. credit Sovereign and Australia’s economy a downgrade by be driven could downgrade rating or one or more rating, credit Sovereign of Australia’s other of the risks identified in this Section 5.2 or by the methodologies rating including changes to events ratings. credit determine agencies use to adequacy and/or trigger capital distribution constraints. trigger capital distribution and/or adequacy 5.2.13 will default governments risk is the risk that Sovereign refinance or will be unable to on their debt obligations debt sovereign Potential due. fall their debts as they will nationalise governments and the risk that defaults of financial assets including parts of their economy impact negatively could such as Westpac institutions There holdings of liquid assets. of Westpac’s the value and other markets to also be a cascading effect may of which, while difficult the consequences countries, than those or worse be similar to may predict, to during the Global Financial Crisis. Such experienced financial markets, global destabilise could an event financial liquidity, Westpac’s affecting adversely or financial condition. performance 5.2.14 independent opinions on Westpac’s are ratings Credit can affect ratings credit Westpac’s creditworthiness. funding and may of Westpac’s and availability the cost or counterparties customers certain be important to and services. our products when evaluating agencies rating by Westpac to assigned ratings Credit its interest rate, currency and other financial instrument instrument and other financial currency rate, its interest risks. 5.2.12 of or composition level risk of an inadequate The and to activities support normal business capital to normal under capital requirements meet regulatory conditions or stressed environments operating pandemic. the COVID-19 by has been highlighted hold higher banks to will require change Regulatory of future the implementation for capital, specifically coming regulations assets capital and risk-weighted operate banks to APRA requires 2023. from effect into benchmark to strong unquestionably the 10.5% above the impact on each this change although for prepare sheet balance different due to bank will be different apply constraints mix. Capital distribution and portfolio is 1 Capital ratio Tier Equity Common when an ADI’s of the Capital (consisting range within the capital buffer Capital Countercyclical plus any Buffer Conservation an impact on have could constraints Capital Buffer). dividends or make future pay to ability Westpac’s adverse and/or conditions Adverse capital distributions. capital Westpac’s impact change could regulatory Investment risks Investment funding market conditions funding market Westpac is exposed to adverse adverse to is exposed Westpac which has the potential to adversely affect Westpac’s Westpac’s affect adversely to which has the potential hedge to obligations use derivative liquidity or ability to meet other contractual obligations. meet other contractual derivative collateralised into enters Westpac post to Westpac require which may obligations, movements, based on market additional collateral to source appropriate funding for an extended period, an extended funding for appropriate source to not may Westpac liquidity, or if it can no longer realise due or fall its debts as and when they pay be able to Westpac may be forced to reduce lending or liquidity. lending or liquidity. reduce to be forced may Westpac business, impact Westpac’s adversely may This financial capital resources, liquidity, prospects, is unable If Westpac or financial condition. performance Westpac’s financial performance, liquidity, capital liquidity, financial performance, Westpac’s or financial condition. resources funding, appropriate source is unable to If Westpac which will depend on factors such as market conditions, conditions, such as market which will depend on factors if Even capacity. and market ratings credit Westpac’s or expensive be more may these alternatives available, affect adversely which could terms, on unfavourable threatened. be to of funding prove sources current If Westpac’s seek alternatives need to may insufficient, Westpac confidence in bank deposits leading to unexpected unexpected in bank deposits leading to confidence and funding costs increase could This withdrawals. funding and lending activities liquidity, Westpac’s financial solvency and Westpac’s be constrained may expensive sources. expensive economic, due to deteriorate conditions If market (including the financial, political or other reasons of also be a loss may there pandemic), COVID-19 economy continues to improve, could result in deposit result could improve, to continues economy need for Westpac’s increase which could withdrawals or more stable, less potentially other, funding from a certain period and at call deposits, which can be period and at a certain time. any at withdrawn or an unwind preferences, A shift in investment as the easing measures quantitative of the RBA’s Customer deposits provided around 66% of total 66% of total around deposits provided Customer comprise Westpac deposits held by funding. Customer after deposits, which can be withdrawn both term As of 31 March 2021, approximately 26% of Westpac’s 26% of Westpac’s approximately 2021, As of 31 March and domestic from funding originated total 53% Of this, around wholesale markets. international Zealand. New and outside Australia sourced was the access and cost of funding, a slowing in global of funding, a slowing and cost the access or on customers activity or other impacts economic counterparties. unpredictable as experienced during the Global as experienced unpredictable of as a result recently, Financial Crisis and, more main risks Westpac pandemic. The the COVID-19 changes to confidence, market damage to are face Funding markets can experience periods of extreme periods of extreme can experience Funding markets Such liquidity. disruption and decreased volatility, and be periods extended disruption can be for Westpac relies on deposits, money markets and capital markets on deposits, money relies Westpac liquidity. and source fund its business to markets funding are of obtaining liquidity and costs Westpac’s conditions. funding market to related 5.2.11 damage and/or the loss of market share. This could could This share. of market loss the damage and/or and disadvantage a competitive at Westpac place prospects, business, Westpac’s affect adversely or financial condition. financial performance SECTION 5 SECTION 70 WESTPAC CAPITAL NOTES 8

SECTION 5 Investment risks

The economic impacts of the COVID-19 pandemic 5.2.16 Declines in asset markets could negatively affected Westpac’s credit ratings. In April 2020, Fitch Ratings downgraded its short-term and adversely affect Westpac’s long-term ratings for the major Australian banks operations or profitability (including Westpac) by one notch, to A+ (from AA-) Potential declines in Australian, New Zealand or and F1 (from F1+) respectively and S&P Global Ratings other asset markets, including equity, residential and revised its outlook for Westpac’s long-term issuer commercial property markets, have adversely affected, credit rating to ‘negative’, mirroring a similar change and could in the future adversely affect, Westpac’s to its outlook for the Australian Sovereign. In April operations and profitability. 2021, Fitch Ratings revised the rating outlook for Westpac from ‘negative’ to ‘stable’ and affirmed its Declining asset prices could also impact customers short-term and long-term ratings. In June 2021, S&P and counterparties and the value of security (including Global Ratings revised the rating outlook for Westpac residential and commercial property) Westpac holds. from ‘negative’ to ‘stable’ and affirmed its short-term This may impact Westpac’s ability to recover amounts and long-term ratings. While these changes in ratings owing to Westpac if customers or counterparties outlook reflect Fitch Ratings’ and S&P Global Ratings’ default. It may also affect Westpac’s impairment view of the improved economic prospects in Australia, charges and provisions, in turn impacting its financial as the economic impacts from the COVID-19 pandemic performance and financial condition. continue, it remains uncertain as to whether there may be negative movement in Westpac’s credit ratings in Declining asset prices also impact Westpac’s wealth the future. management business as its earnings partly depend on fees based on the value of securities and/or assets held A downgrade to Westpac’s credit ratings could have or managed. an adverse effect on Westpac’s cost of funds, collateral requirements, liquidity, competitive position and its 5.2.17 Westpac’s business is access to capital markets. The extent and nature substantially dependent on the of these impacts would depend on various factors, including the extent of any rating change, differences Australian and New Zealand across agencies (split ratings) and whether competitors economies or the sector are also impacted. Westpac’s revenues and earnings are dependent on 5.2.15 Westpac could be adversely economic activity and the level of financial services its customers require. affected by a shock to the Australian, New Zealand or other Most of Westpac’s business is conducted in Australia and New Zealand so Westpac’s performance is financial systems influenced by the level and cyclical nature of activity There is a risk that a major systemic shock could occur in these countries. These factors are in turn impacted that adversely impacts the Australian, New Zealand or by domestic and international economic conditions other financial systems. (including the COVID-19 pandemic). In the past decade, the financial services industry Any significant decrease in Australian and New Zealand and capital markets have been, and may continue to housing valuations and commercial property valuations be, adversely affected by volatility, global economic could adversely impact Westpac’s lending activities conditions, external events, geopolitical instability (such because borrowers with loans in excess of their as global conflicts), and political developments. For property value show a higher propensity to default. example, the impacts from the COVID-19 pandemic If defaults occur, Westpac’s security may be eroded, have been, and could continue to be, significant for the causing higher credit losses. The demand for Westpac’s global economy including Australia and New Zealand. home lending products may also decline due to adverse economic conditions, changes in tax legislation (such Market and economic disruptions could adversely as changes to tax rates, concessions or deductions), affect financial institutions such as Westpac because regulatory requirements or buyer concerns about consumer and business spending may decrease, decreases in values. unemployment may rise and demand for Westpac’s products and services could decline, thereby reducing Adverse changes to economic and business conditions Westpac’s earnings. These conditions may also affect in Australia, New Zealand and other countries could the ability of Westpac’s borrowers or counterparties also adversely affect Westpac’s customers. In particular, to repay their loans or meet their obligations, causing due to the economic relationship between Australia/ Westpac higher credit losses and affecting investors’ New Zealand and China, particularly in the mining, willingness to invest in the Westpac Group. These resources and agricultural sectors, a slowdown in events could also undermine confidence in the financial China’s economic growth and foreign Government system, reduce liquidity, impair access to funding and policies (including the adoption of protectionist trade affect Westpac’s customers and counterparties. If measures) could negatively impact the Australian this occurs, Westpac’s business, prospects, financial economy. Changes in commodity prices, Chinese performance or financial condition could be adversely Government policies or China’s economic conditions affected. could reduce demand for Westpac’s products and services and affect the level of economic activity and The nature and consequences of any such event are the ability of Westpac’s borrowers to repay their loans. difficult to predict and there is a risk that Westpac’s If this occurred, it could negatively impact Westpac’s response may be ineffective. business, prospects, financial performance or financial condition. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 71 CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC Westpac could suffer losses due losses suffer could Westpac to market volatility market to competition in all aspects of in all aspects competition its business Westpac faces intense intense faces Westpac Changes in market factors could be driven by numerous numerous by be driven could factors Changes in market pandemic the COVID-19 example, For developments. disruption and price in significant market has resulted settings in bank policy Changes in central volatility. the pandemic from recovery the economic to response liquidity market influence to potential the period have losses substantial suffer could Westpac and volatility. (including changes in the volatility market due to securities or other for of or market on, value return Westpac’s affect adversely which may instruments), financial resources, capital liquidity, prospects, business, or financial condition. performance balance sheet and have been a relatively stable source source stable been a relatively sheet and have balance successfully is not able to of funding. If Westpac of its cost increase deposits this could for compete other types of funding to seek access funding, lead it to its lending. in it reducing or result depends on its ability to compete to ability Westpac’s customer meet evolving that and services products offer changes in customer to Not responding preferences. This lose customers. Westpac see could preferences prospects, business, Westpac’s affect adversely could or financial condition. financial performance 5.2.20 its financial risk due to market to is exposed Westpac its defined benefit plan and businesses, markets and liability management (including asset through of equity securities it holds in prices volatility through to). or is exposed impact on earnings risk is the risk of an adverse Market such as factors, in market changes from resulting equity prices, commodity rates, exchange foreign or negative (including low rates and interest prices, on placed pressure resulting and any rates interest includes This margins). interest Group’s the Westpac a mismatch risk in the banking book due to rate interest and liabilities arising of assets the duration between activities. of business the normal course from 5.2.19 is highly competitive. industry financial services The of firms, including retail with a range competes Westpac banks, other financial investment banks, and commercial in and businesses companies fintech companies, service This aspirations. services with financial other industries the not subject to who are includes those competitors us, which as requirements same capital and regulatory flexibly. more operate to those competitors allow may the altering increasingly are competitors Emerging business adopting new by environment competitive disrupt to technologies use new to models or seeking models. business existing also change as a may environment competitive The in the sector regulators by scrutiny increased of result such as ‘Open Banking’, which reforms and legislative choice customer improve competition, will stimulate new from competition increased rise to give and likely firms. and existing Westpac in which markets in the various Competition a decline lead, to to continue has led, and may operates share. or market margins in Westpac’s Westpac’s Deposits fund a significant portion of Investment risks Investment adversely affected and could could and affected adversely Westpac’s affect further adversely or financial financial performance condition An increase in defaults has in defaults An increase which may be affected to varying degrees by economic economic by degrees varying to be affected which may in global financial markets. conditions and settlement contracts Westpac enters into, and from and from into, enters Westpac and settlement contracts securities debt dealings in, and holdings of, Westpac’s of the financial conditions other institutions, by issued permanently decrease discretionary spending, which discretionary permanently decrease to industries certain the time it takes increase may recover. clearing derivative, certain risk also arises from Credit The long-term impact of the COVID-19 pandemic impact of the COVID-19 long-term The or and the magnitude of defaults on customers may consumers example, For impairments is uncertain. negative impact on the Westpac Group’s financial Group’s impact on the Westpac negative Group see the Westpac and may performance under ordinary have risk than it would greater assume circumstances. and any support that governments or regulators may may or regulators governments support that and any customers to provide banks to require in the future a have pandemic, may the COVID-19 by impacted from affected businesses and consumers and has and consumers businesses affected from implement, various to and will continue implemented, repayment support them, including to initiatives initiatives, These capitalisation. and interest deferrals their operations for an unknown period. In addition, period. In addition, an unknown for their operations work, been unable to been laid off, have individuals may hours. work had fewer or have assistance for requests has received Westpac activity and caused a range of customers to to of customers activity and caused a range has seen pandemic The financial stress. experience reduce or substantially cease customers many affect Westpac’s liquidity, capital resources, financial financial capital resources, liquidity, Westpac’s affect or financial condition. performance COVID-19 the by been heightened risks have These economic impacted pandemic, which has negatively or counterparties could experience higher financial higher experience could or counterparties and write-offs, in defaults an increase leading to stress, adversely could Such events and higher provisioning. Westpac establishes provisions for credit impairment impairment credit for provisions establishes Westpac and Westpac’s information based on current deteriorate conditions If economic expectations. and/ some customers expectations, Westpac’s beyond 5.2.18 potentially increasing the risk that they will default. will default. they risk that the increasing potentially Westpac’s affect adversely could All these factors or financial financial performance prospects, business, condition. in. These policies could affect demand for Westpac’s Westpac’s demand for affect policies could in. These impact a negative have and/or and services products and counterparties, customers Group’s on the Westpac affect Westpac’s cost of funds, the value of Westpac’s of Westpac’s of funds, the value cost Westpac’s affect margins. and Westpac’s lending and investments of conditions impact economic Monetary policies also or obtains funding operates the jurisdictions Westpac Monetary policy can also significantly affect the affect can also significantly policy Monetary (including low settings rate Interest Group. Westpac central by other actions taken and rates) or negative adversely easing) may as quantitative banks (such SECTION 5 SECTION 72 WESTPAC CAPITAL NOTES 8

SECTION 5 Investment risks

The planned cessation of parts of the London Inter-bank Westpac also relies on a number of suppliers, both in Offered Rate (‘LIBOR’) regime from 1 January 2022, Australia and overseas, to provide services to it and continuation of some U.S. Dollar LIBOR settings until its customers. The COVID-19 pandemic has disrupted 30 June 2023 and possible pre–cessation events will also some suppliers and third-party contractors, and these continue to impact market pricing. Any future changes in disruptions may occur in the future. Failures by these the administration of LIBOR or other market benchmarks third-party contractors and suppliers to deliver services could have adverse consequences for the return on, as required could disrupt Westpac’s ability to provide its value of and market for securities and other instruments products and services and adversely impact Westpac’s linked to any such benchmark, including securities or operations, financial performance or reputation. other instruments issued by the Westpac Group. While Another possible source of disruption to the Westpac Westpac is monitoring its exposure to LIBOR, it remains Group is central banks adopting negative interest rates. dependent on market developments in relation to the If this occurred, the technology systems used by the LIBOR transition, which may have an impact on market Westpac Group, its counterparties and/or financial pricing for, or valuations of, its LIBOR exposures. infrastructure providers may not operate correctly and 5.2.21 Westpac has suffered and this may cause loss or damage to the Westpac Group and/or its counterparties. could suffer losses due to operational risks 5.2.22 Poor data quality could adversely Operational risk includes, among other things, affect Westpac’s business and reputational risk, technology risk, model risk and operations outsourcing risk, as well as the risk of business Accurate, complete and reliable data, along with disruption due to external events such as natural appropriate data control, retention and access disasters, or outbreaks of communicable diseases (such frameworks and processes, is critical to Westpac’s as the COVID-19 pandemic), environmental hazards, business. Data plays a key role in how Westpac damage to critical utilities and targeted activism and provides products and services to customers, protest activity. While Westpac has policies, processes Westpac’s systems, its risk management framework and and controls in place to manage these risks, these have its decision-making and strategic planning. not always been, or may not be, effective. In some areas of its business, Westpac is affected by Ineffective processes and controls have resulted in, poor data quality. This has occurred and could arise and could result in, adverse outcomes for Westpac’s in the future in a number of ways, including through customers. For example, a process breakdown could inadequacies in systems, processes and policies, or result in a customer not receiving a product on the the ineffective implementation of data management terms, conditions, or pricing they agreed to, potentially frameworks. to the detriment of the customer. Failed processes could also result in Westpac incurring losses because Poor data quality could lead to poor customer service, it cannot enforce its contractual rights. This could negative risk management outcomes, and deficiencies occur because Westpac did not correctly document in credit systems and processes. Any deficiency in its rights or failed to perfect a security interest. These credit systems and processes could, in turn, have types of operational failures may also result in customer a negative impact on Westpac’s decision making remediation and/or increased regulatory scrutiny and, in the provision of credit and the terms on which it depending on the nature of the failure, result in class is provided. Westpac also needs accurate data for action proceedings or a regulator commencing an financial and other reporting. investigation and/or taking other action. Poor data or poor data retention has affected, currently Westpac could incur losses from fraudulent applications affects and may in the future continue to affect for loans or from incorrect or fraudulent payments and Westpac’s ability to meet its compliance obligations settlements. Fraudulent conduct can also arise from (including its regulatory reporting obligations) which external parties seeking to access the bank’s systems could lead to a regulator taking action against Westpac. or customer accounts. If systems, procedures and For example, APRA has raised concerns regarding protocols for managing fraud fail, or are ineffective, Westpac’s data quality, including missing data and its they could lead to losses which could adversely affect increasing trend of resubmissions. The RBA and ABS Westpac’s customers, business, prospects, reputation, also footnote that they exclude Westpac data from financial performance or financial condition. certain economic and financial statistics reports. Westpac is also exposed to model risk, being the risk Due to the importance of data, the Westpac Group of loss arising from errors or inadequacies in data or a has and will likely continue to incur substantial costs model, or in the control and use of a model. and devote significant effort to improving the quality of data and data frameworks and processes and Financial services entities have been increasingly sharing remediating deficiencies where necessary. Some of data with third parties, such as suppliers and regulators, Westpac’s efforts to remediate data issues have been to conduct their business and meet regulatory disrupted by the COVID-19 pandemic and if these obligations. Each third party can give rise to a variety of are not fixed in a timely way could result in increased risks, including financial crime compliance, information regulatory scrutiny and lead regulators to require security, cyber, privacy, regulatory compliance, the Westpac Group to remediate these issues within environmental and business continuity risks. For specific timeframes. example, a breakdown in a process or control related to the transfer, storage or protection of data sent to a third The consequences and effects arising from poor data party, or the failure of a third party to use and handle this quality or poor data retention could have an adverse data correctly, could result in the Westpac Group failing impact on the Westpac Group’s business, operations, to meet a compliance obligation (including relevant prospects, reputation, financial performance and/or privacy obligations) and/or have an adverse impact on financial condition. Westpac’s customers and the Westpac Group. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 73 CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC due to environmental factors or factors environmental due to events external risk insurance to Westpac could suffer losses losses suffer could Westpac due losses suffer could Westpac such as COVID-19, and its economic impacts may lead impacts may and its economic such as COVID-19, as potentially claims, as well insurance increased to for lapses and capital coverage business, impact new is also entities. There insurance Group’s the Westpac policy interpreting or a Court a risk of policyholders or Group the Westpac the way to differently wording claims. has applied it to the industry mortality risk arises primarily through insurance, In life of and injury) risks, the costs and morbidity (illness than was being greater those risks to claims relating lapses. and policy anticipated risk arises insurance insurance, In lenders mortgage defaults of mortgage higher levels primarily from or other unemployment from mostly than expected, factors. economic ineffective, are arrangements reinsurance If Westpac’s than anticipated. losses retained more lead to this could in the and may has been unable to, Group Westpac The on arrangements reinsurance renew be unable to, future duration the cost, to including in relation similar terms, is There provided. cover and amount of reinsurance obtain and will not be able to Westpac also a risk that or insurance reinsurance appropriate not obtained have be may Group the Westpac the risks that for coverage to. exposed 5.2.25 and businesses operate and its customers Westpac locations. of geographic range in a diverse hold assets event change or external significant environmental Any outbreaks flood, earthquake, storm, (including fire, diseases such as the or pandemics of communicable heightened war, pandemic, civil unrest, COVID-19 has locations of these in any or terrorism) tension damage activities, disrupt business to the potential and impact Westpac’s values asset affect property, it. In addition, such to owing amounts recover ability to impact on economic an adverse have could an event the or confidence and investor consumer activity, all of which in financial markets, of volatility levels prospects, business, Westpac’s affect adversely could or financial condition. financial performance 5.2.26 licensed risk is the risk in Westpac’s Insurance entities of lapses being greater insurance regulated being greater of claims or the costs than expected, design, in product a failure due to than expected A pandemic, arrangements. underwriting or reinsurance Investment risks Investment retain key executives, employees employees executives, key retain adverse have may and Directors on its business effects procedures have required, required, have procedures in the future and could undertake to Westpac require, activity remediation Westpac’s failure to recruit and recruit to failure Westpac’s Breakdowns in processes and in processes Breakdowns Group’s failure to recruit and retain appropriately skilled appropriately and retain recruit to failure Group’s each have could these roles, and qualified persons into prospects, business, on Westpac’s effect an adverse condition. or financial financial performance reputation, Key executives, employees and Directors play an play and Directors employees executives, Key and business of Westpac’s in the operation role integral unexpected The objectives. its pursuit of its strategic or the Westpac role, of an individual in a key departure regulatory action and/or oversight. action and/or regulatory 5.2.24 or implement a remediation activity in a timely way, activity in a timely way, or implement a remediation impact on Westpac’s be an adverse could there financial performance reputation, prospects, business, further lead to and could or financial condition payments to customers to reflect the time value of the time value reflect to customers to payments money. quantify scope, cannot effectively Group If the Westpac remediation costs incurred will be higher than incurred costs remediation a in completing delays Further, initially estimated. incurring additional in Westpac result could remediation and making higher remediation costs administration customers, the media and other stakeholders. customers, and in scoping significant challenges involved The the a risk that also create remediations executing remediation and may lead to a regulator commencing commencing a regulator lead to and may remediation In Group. the Westpac action against enforcement risk, and reputational in increased result turn, this could affected regulators, by be challenged could Westpac affected customers commencing a class action, or a class commencing customers affected be done in a to a remediation requiring a regulator These specific timeframe. or within a specific way the in completing Westpac delay could factors complicated, involving numerous stakeholders. The The stakeholders. numerous involving complicated, a remediation to approach proposed Group’s Westpac such as a number of events, by be affected may also be difficult and take significant time to properly properly significant time to also be difficult and take activity. a remediation quantify and scope employees customers, compensate to how Determining can also be and fairly parties properly or third the underlying issue could be impeded if the issue is be impeded if the issue could the underlying issue retention record Westpac’s beyond old and occurred It may inadequate. are records period, or Westpac’s issue), and there is a risk that similar issues will arise in similar issues is a risk that and there issue), remediation. will require that the future in significant challenges and risks involved are There investigate ability to activities. Westpac’s remediation The Westpac Group has, on a number of occasions, has, on a number of occasions, Group Westpac The (including costs significant remediation incurred the of correcting and costs payments compensation Breakdowns in Westpac’s processes and procedures and procedures processes in Westpac’s Breakdowns adverse lead to, in the future could and led to, have or other third employees customers, for outcomes remediate. to is required parties which Westpac 5.2.23 SECTION 5 SECTION 74 WESTPAC CAPITAL NOTES 8

SECTION 5 Investment risks

5.2.27 Changes in critical accounting 5.2.29 Westpac could suffer losses if estimates and judgements could it fails to syndicate or sell down expose the Westpac Group to underwritten securities losses As a financial intermediary, Westpac underwrites listed The Westpac Group is required to make estimates, and unlisted debt and equity securities. Westpac could assumptions and judgements when applying suffer losses if it fails to syndicate or sell down this accounting policies and preparing its financial risk to others. This risk is more pronounced in times statements, particularly in connection with the of heightened market volatility, such as during the calculation of provisions (including remediation and COVID-19 pandemic. expected credit losses) and the determination of the fair value of financial instruments. A change in a critical 5.2.30 Certain strategic decisions accounting estimate, assumption and/or judgement may have adverse effects on resulting from new information or from changes Westpac’s business in circumstances or experience could result in the Westpac Group incurring losses greater than those The Westpac Group routinely evaluates and anticipated or provided for. implements strategic decisions and objectives including diversification, innovation, divestment, acquisitions or If the Westpac Group’s actual and expected credit business expansion initiatives. losses exceed those currently provided for, or if any of its other accounting judgements are found to The expansion or integration of a new business, or entry be incorrect or change in the future, there could be into a new business, can be complex and costly. an adverse effect on the Westpac Group’s financial Westpac also acquires and invests in businesses. These performance, financial condition and reputation. transactions involve a number of risks and costs. The Westpac Group’s financial performance and For example, a business Westpac invests in may not financial condition may also be impacted by changes perform as anticipated or may ultimately prove to have to accounting standards or to generally accepted been overvalued when the transaction was entered into. accounting principles. In addition, Westpac has established the Specialist 5.2.28 Westpac could suffer losses due Business Division to manage (and exit) a number of to impairment of capitalised non-core businesses and assets. There is a risk that Westpac may be unable to successfully divest these software, goodwill and other businesses and assets, or unable to successfully do intangible assets that may so in a timely manner. As a result Westpac may not adversely affect its business, receive the anticipated positive business results or it may undervalue the divestment, and the Westpac operations or financial condition Group could otherwise be adversely affected. For In certain circumstances Westpac may incur a reduction example, divestments may cause Westpac reputational in the value of intangible assets. At Westpac’s balance damage, or it may experience difficulties in separating date, Westpac’s intangible assets principally relate to businesses, disruptions to operations, diversion of goodwill and brand-names recognised on business management resources and higher than expected acquisitions and capitalised software. transaction costs. Westpac is required to assess the recoverability of Multiple divestments and/or acquisitions at the same goodwill and other intangible asset balances at least time may intensify these risks. annually or wherever an indicator of impairment In addition, warranties and other contractual exists. For this purpose, Westpac uses a discounted commitments (including transitional services) and cash flow calculation. Changes in the methodology claims under indemnities provided by Westpac to or assumptions in calculations together with changes counterparties may result in Westpac being liable in expected cash flows, could materially impact this to such counterparties and additional operating risk assessment. capital is expected to be required to be held against the Estimates and assumptions used in assessing the risk pursuant to APRA’s recently published guidance. useful life of an asset can also be affected by a range There are also risks involved in failing to appropriately of factors including changes in strategy, changes in respond to changes in the business environment technology and regulatory requirements. (including changes related to economic, geopolitical, In the event that an asset is no longer in use, or its value regulatory, technological, environmental, social and has been reduced or that its estimated useful life has competitive factors). This could have a range of adverse declined, an impairment will be recorded, adversely effects on Westpac, such as being unable to increase or impacting the Westpac Group’s financial performance. maintain market share and placing pressure on margins and fees. Any of these risks could have a negative impact on the Westpac Group’s business, prospects, reputation, engagement with regulators, financial performance or financial condition. The summary of risks in this Section 5 is not exhaustive and you should read this Prospectus in its entirety and consult your financial adviser or other professional adviser before deciding whether to invest in Westpac Capital Notes 8. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 75 CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC

Stamp Duty Stamp Disposals of Westpac Capital Notes 8 Capital Notes Westpac of Disposals 8 Capital Notes Westpac of Conversion Offer 4 Reinvestment Capital Notes Westpac ABN and/or TFN of Provision Summary of the Australian tax consequences for Holders for tax consequences the Australian Summary of Ruling Class

6.8 GST 6.9 6.3 Distributions 6.4 6.5 6.6 6.7 This Section sets out: This 6.1 6.2 SECTION 6

tax summary Australian Australian CAUTION – Westpac Capital Notes 8 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, 8 are Capital Notes – Westpac CAUTION in result could Notes with the and the risks associated understand them difficult to make may complexity Their some investors. for 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 76 WESTPAC CAPITAL NOTES 8

SECTION 6 Australian tax summary

6.1 Summary of the Australian 6.3 Distributions tax consequences for Holders The Westpac Capital Notes 8 should be characterised as “non-share equity interests” for Australian income The following is a summary of the Australian tax tax purposes and Distributions should be treated as consequences for certain Australian resident and non- “non-share dividends” which are frankable. Australian resident Holders who subscribe for Westpac Capital Notes 8 under the Offer. This summary has been 6.3.1 Australian resident Holders prepared by Greenwoods & Herbert Smith Freehills Pty Limited (“Greenwoods”), the Australian tax adviser to Distributions the Offer on the assumption that all the transactions Australian resident Holders will be required to include the described in this Prospectus will be carried out in the amounts of any Distributions in their assessable income. manner described in this Prospectus. Any franking credits attached to those Distributions Greenwoods has consented to the inclusion of this should also be included in Holders’ assessable income summary in this Prospectus but this consent should and tax offsets should generally be available, equal not be taken as a statement about any other matter to the amounts of the franking credits, subject to in this Prospectus or in relation to Westpac or the the requirements that the Westpac Capital Notes performance of any investment in Westpac. 8 be held “at risk” for the requisite periods (see the The information contained in this summary does not following information in this Section 6.3.1 regarding the constitute financial product advice for the purposes “holding period rule”) and that the Commissioner of of the Corporations Act. Greenwoods is not licenced, Taxation (“Commissioner”) does not make an adverse under the Corporations Act, to provide financial determination under certain anti-avoidance rules product advice and to the extent that this summary (see the following information in this Section 6.3.1). contains any information about a financial product Where Holders who are individuals or complying within the meaning of the Corporations Act, taxation is superannuation entities are entitled to tax offsets, only one of the matters that must be considered when those offsets will either reduce any tax payable by the making a decision about the relevant financial product. Holders, or give rise to tax refunds to the extent that An investor or prospective investor should, before the tax offsets exceed the tax that is otherwise payable making any decision to invest in the Westpac Capital by the Holders. Notes 8, consider taking financial advice from a person who holds an AFSL under the Corporations Act. To the extent that any Distributions are unfranked, those unfranked amounts will also be included in This summary does not address all tax consequences of Holders’ assessable income, without any tax offsets. ownership of Westpac Capital Notes 8 and, in particular, does not address the positions of Holders who: Holders that are companies are not entitled to refunds • acquire their Westpac Capital Notes 8 in the course of excess tax offsets. However the surplus franking of a business of trading or investing in securities, credits may be converted to a tax loss which may be such as share traders, investment companies, banks carried forward to future years (subject to the Holder or insurance companies, or who otherwise hold satisfying certain tax loss carry forward rules). Westpac Capital Notes 8 on revenue account or as “Holding period rule” trading stock; and/or A Holder will not be entitled to tax offsets in respect • are subject to the “taxation of financial of franking credits on a franked Distribution unless arrangements” rules in Division 230 of the Tax Act. the Holder is a “qualified person” in relation to the The actual tax consequences of your investment in Distribution. Westpac Capital Notes 8 may differ depending upon To be a “qualified person” in relation to a Distribution, your individual circumstances. a Holder must have held the Westpac Capital Notes You should consult your own professional tax adviser 8 “at risk” for a continuous period of at least 90 days regarding the consequences of acquiring, holding or (excluding the days of acquisition and disposal) during: disposing of Westpac Capital Notes 8 in light of your • the “primary qualification period”, which is the particular circumstances. period beginning on the day after the day on This summary is based on Australian tax laws and which the Westpac Capital Notes 8 are acquired th regulations and the current administrative practice of by a Holder and ending on the 90 day after the the Australian Taxation Office (“ATO”) as at the date of day that the Westpac Capital Notes 8 became ex- this Prospectus. Distribution; or • if a Holder, or an associate, is under an obligation to make “related payments” (which have the effect 6.2 Class Ruling of passing on the benefit of the Distribution to Westpac has applied for a public Class Ruling other entities) in respect of the Distribution, the requesting confirmation of the ATO’s views on the “secondary qualification period”, which is the period principal tax issues considered in this Section 6. beginning on the 90th day before, and ending on the 90th day after, the day that the Westpac Capital The Class Ruling should be issued shortly after the Notes 8 became ex-Distribution. Westpac Capital Notes 8 are issued. When it has been issued, the Class Ruling will be available on the ATO and To be held “at risk”, the Holder must effectively retain Westpac websites. 30% or more of the risks and benefits associated with holding the Westpac Capital Notes 8. Whether or not the Westpac Capital Notes 8 are held “at risk” by a Holder during the relevant periods will depend upon whether the Holder has financial positions or 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 77 CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC ”) provisions. CGT Notes 8 Notes Non-Australian resident Holders resident Non-Australian Holders resident Australian Disposals of Westpac Capital Westpac Disposals of length with the Nominated Party. length with the Nominated 8 Capital Notes Westpac of the Value If the Face has been a Capital because there has been reduced Holders Event, Trigger a Non-Viability or Event Trigger 8 before Capital Notes those Westpac who acquired on a capital loss make may occurred reduction that Capital of their Westpac or Transfer the Redemption as to tax advice 8. Holders should seek their own Notes offset be applied to may such capital loss whether any capital gains in their particular circumstances. Holders may make a capital gain or a capital loss, a capital gain or a capital loss, make Holders may from proceeds depending upon whether their capital base of their than the cost more the disposal are 8, or whether the capital Capital Notes Westpac base of their cost the reduced than less are proceeds 8, respectively. Capital Notes Westpac 8 Capital Notes Westpac Holders who acquire For element of the the first this Prospectus, pursuant to 8 will be the Capital Note of a Westpac base cost Capital Note Westpac the relevant amount paid for Other amounts Value. 8, which will be its Initial Face or disposal of the with the acquisition associated be may fees, 8, such as broker Capital Notes Westpac base. the cost added to of a Westpac a Redemption from capital proceeds The will be equal to Date 8 on a Redemption Capital Note 8, unless Capital Note Westpac of the Value the Face 8 on the Capital Note of a Westpac value the market as if its Redemption (determined Date Redemption or less is greater or been proposed) had not occurred or lesser greater that case, In that Value. than the Face be the capital will be deemed to amount value market Value of the Face instead of the Redemption, proceeds actually received. of a Westpac a Transfer from capital proceeds The Date on a Transfer Party a Nominated 8 to Capital Note Capital of the Westpac Value the Face will be equal to arm’s the Holder is dealing at that 8, assuming Note 6.3.2 non-Australian paid to Distributions that the extent To Capital Westpac who do not hold their Holders, resident in Australia, establishment a permanent 8 through Notes will not be subject to those Distributions franked, are such Distributions withholding tax. Where Australian such portion of any the unfranked not fully franked, are rate the withholding tax at will be subject to Distribution if the non-Australian be reduced may rate of 30%. This has a that in a country Holder is resident resident Australia. with agreement double taxation 6.4 6.4.1 the that the view take to the Commissioner expect We securities” not “traditional 8 are Capital Notes Westpac be this to (and for Act of the Tax the purposes for gains basis, any On that Ruling). in the Class confirmed Holders on the disposal of their by made or losses under the capital 8 will be taxed Capital Notes Westpac gains tax (“ 8, whether Capital Note A disposal of a Westpac or disposal, Redemption, an on-market through event. will be a CGT Notice, a Transfer pursuant to Australian tax summary tax Australian imposing a franking debit on the distributing entity’s entity’s debit on the distributing imposing a franking or account; franking benefit on the Distribution the imputation denying the relevant to or indirectly directly flowed that taxpayer. avoidance provisions in the tax law to deny the whole deny to in the tax law provisions avoidance by benefits received part of the imputation or any Distributions. to Holders in relation Notes 8 under this Prospectus. Notes the that does not expect In addition, Westpac of the other anti- apply any to will seek Commissioner on that and current case-law, Westpac expects the expects Westpac case-law, and current on that Ruling on this Class a favourable make to Commissioner in be binding on the Commissioner which would issue, Capital Westpac of Holders who subscribe for favour applied to a convertible instrument which satisfied which satisfied instrument a convertible applied to 1 Tier as Additional be classified to the requirements purposes. Based reporting APRA regulatory Capital for The Commissioner has indicated that, in the usual that, has indicated Commissioner The section 177EA that assert not ordinarily he would case, • • account in forming a view as to whether a scheme as to a view in forming account section 177EA applies, the Where has such a purpose. with determination a written make may Commissioner of either: the effect where one of the purposes (other than an incidental than one of the purposes (other where obtain inappropriately of the scheme is to purpose) a number of different are benefit. There a franking into take may the Commissioner that factors objective Distributions on Westpac Capital Notes 8. Capital Notes on Westpac Distributions is another anti-avoidance Act Section 177EA of the Tax schemes counter which is designed to provision of equity instruments. However, following a recent a recent following However, of equity instruments. of the Tax section 207-158 amendment to legislative not apply to will this provision clear that now it is Act, on their Holders or tax offsets to credits franking deny provision in section 207-158 of the Tax Act, can apply Act, of the Tax in section 207-158 provision a foreign to rise gives distribution when a franked types of certain the issuer tax deduction for income There are anti-avoidance rules that may apply in certain apply in certain may rules that anti-avoidance are There to credits the benefit of franking deny to circumstances holders of equity interests. being the so called “anti-hybrid” One such rule, received on the Westpac Capital Notes 8. Capital Notes on the Westpac received rules Anti-avoidance will depend upon the particular circumstances of will depend upon the particular circumstances each Holder should seek Accordingly, each Holder. will be treated they whether as to independent advice Distributions to person” in relation as a “qualified (provided that they are not under an obligation to make make to not under an obligation are they that (provided as described in this Section 6.3.1). payment” a “related Holders rules to of the franking application The Holders who are individuals and who will not claim tax individuals Holders who are all (from of $5,000 in excess year one offsets in any be “qualified to be taken will automatically sources), receive they that all Distributions to persons” in relation obligation to make “related payments” to other entities, to payments” “related make to obligation persons” in relation be “qualified those Holders should 8. Capital Notes on the Westpac Distributions to least 90 days during the “primary qualification period”, qualification during the “primary 90 days least any into or enter financial positions any do not have to in relation risk management strategies relevant an not under 8, and are Capital Notes the Westpac undertakes risk management strategies (e.g. using (e.g. strategies risk management undertakes sale or forward loans, options recourse limited Capital Notes Westpac the to in relation contracts) at 8 for Notes Capital hold the Westpac 8. If Holders SECTION 6 SECTION 78 WESTPAC CAPITAL NOTES 8

SECTION 6 Australian tax summary

The capital proceeds from an on-market disposal of Any non-Australian resident Holders who held their a Westpac Capital Note 8 will be the sale price of the Westpac Capital Notes 8 in the course of carrying Westpac Capital Note 8. Holders who sell their Westpac on a business through a permanent establishment in Capital Notes 8 on-market may make capital gains or Australia should obtain specific advice in respect of the capital losses, depending upon the amount of capital potential consequences of a disposal of their Westpac proceeds that they receive. Capital Notes 8 in their particular circumstances. Any capital gain or capital loss made by a Holder will be aggregated with other capital gains and capital 6.5 Conversion of Westpac losses of the Holder in the relevant income year to determine whether the Holder has a net capital gain Capital Notes 8 or net capital loss. A net capital gain, if any, will be When a Westpac Capital Note 8 is Converted, a included in the Holder’s assessable income and subject Holder’s rights in relation to the Westpac Capital Note to income tax, although the “CGT Discount” may be 8 will be terminated for an amount equal to the Face available to reduce the taxable gain for the Holder, as Value of the Westpac Capital Note 8 and Westpac will described in this Section 6.4.1. A net capital loss may apply that amount for the Holder in subscribing for not be deducted against other assessable income, but Ordinary Shares which are to be issued by Westpac. The may be carried forward to be offset against net capital Conversion of a Westpac Capital Note 8 into Ordinary gains realised in later income years. Shares in this way should not give rise to a capital gain If a Holder is an individual, complying superannuation or a capital loss, nor an assessable revenue gain or a entity or a trust, and held their Westpac Capital Notes deductible revenue loss, for a Holder. The recognition 8 for 12 months or more before the disposal, the Holder of any gain or loss that might otherwise have arisen on may be entitled to a “CGT Discount” for any capital gain Conversion is effectively deferred until any subsequent made on the disposal of their Westpac Capital Notes 8. sale of the Ordinary Shares acquired by the Holder from the Conversion. This applies to both Australian resident The “CGT Discount” provisions may entitle Holders to Holders and non-Australian resident Holders. reduce their capital gain on the disposal of a Westpac Capital Note 8 (after deducting available capital losses) The first element of the cost base or reduced cost by half, in the case of individuals and trusts, or by one- base of the Ordinary Shares acquired as a result of a third, in the case of complying superannuation entities. Conversion will be the amount of the Holder’s cost base Trustees should seek specific advice regarding the tax for each Converted Westpac Capital Note 8. consequences of making distributions attributable to The Ordinary Shares that will be acquired as a result of discounted capital gains. a Conversion will be deemed to have been acquired by The Australian Government has announced that Holders at the time of Conversion for CGT purposes, including for the purpose of calculating the 12 month Managed Investment Trusts (“MITs”) and Attribution ownership period required for the “CGT Discount” (see MITs (“AMITs”) will not be entitled to the “CGT Discount” at the trust level. This change was previously Section 6.4.1). scheduled to apply from 1 July 2020, but has now been delayed and will instead apply for income 6.6 Westpac Capital Notes 4 years commencing on or after the date that is three months from the date of Royal Assent of the enabling Reinvestment Offer legislation. While there can be no certainty at this Under the Reinvestment Offer, Eligible Westpac time in relation to when this change will come into Capital Notes 4 Holders may apply to reinvest all or effect, the Australian Government has indicated that some of their Westpac Capital Notes 4 in Westpac is it committed to legislating this measure. Once this Capital Notes 8. This will be effected by the transfer change comes into effect, MITs and AMITs that derive of Westpac Capital Notes 4 to the Westpac Capital capital gains will continue to be able to distribute those Notes 4 Nominated Party on 15 September 2021 for amounts as capital gains that may be subject to the $100 per Participating Westpac Capital Note 4 and “CGT Discount” in the hands of those beneficiaries who the automatic reinvestment of the transfer proceeds in are entitled to the “CGT Discount”. Westpac Capital Notes 8 ($100 per Note). The “CGT Discount” is not available to companies, nor For Westpac Capital Notes 4 holders who do not can it apply to Westpac Capital Notes 8 disposed of participate in the Reinvestment Offer (or only by Holders under an agreement entered into within 12 participate in respect of some of their Westpac Capital months of the acquisition of the Westpac Capital Notes Notes 4), it is currently intended that their Non- 8 by those Holders. Holders should seek independent Participating Westpac Capital Notes 4 will be redeemed advice to determine if their Westpac Capital Notes 8 by Westpac on 20 December 2021 for $100 per have been held for the requisite period. Westpac Capital Note 4. 6.4.2 Non-Australian resident Holders The following income tax consequences will generally apply to Participating Westpac Capital Notes 4 Holders Any capital gain or capital loss made by a non-Australian whose Westpac Capital Notes 4 are transferred to the resident Holder from the disposal of their Westpac Westpac Capital Notes 4 Nominated Party pursuant Capital Notes 8 is likely to be disregarded on the basis to the Reinvestment Offer, and to Non-Participating that Westpac Capital Notes 8 are not likely to be Westpac Capital Notes 4 Holders whose Westpac “taxable Australian property” at the time of sale, unless Capital Notes 4 are redeemed by Westpac on 20 the Westpac Capital Notes 8 were used by the non- December 2021, who are Australian tax residents, hold resident in carrying on business through a permanent their Westpac Capital Notes 4 as capital assets, are not establishment in Australia. in the business of dealing or trading in securities and do not otherwise hold their Westpac Capital Notes 4 on revenue account for tax purposes. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 79 : the first element : the first CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC : the capital proceeds that will be that : the capital proceeds redemption of Westpac Capital Capital of Westpac redemption 4 Notes Transfer or redemption proceeds or redemption Transfer or of transfer consequences CGT PCG 2021/1, the Commissioner should accept that that should accept 2021/1, the Commissioner PCG 4 Capital Notes of the Westpac value the market is $100 per 2021 on 20 December redeemed are that value). 4 (being its face Capital Note Westpac Cost base or reduced cost base cost base or reduced Cost base, 4 holder’s cost Capital Notes of a Westpac Capital their Westpac for base, cost or reduced Capital the Westpac is the amount paid by Notes 4 Capital Notes their Westpac 4 holder for Notes with the other amounts associated 4. Certain 4, Capital Notes or disposal of Westpac acquisition base. the cost be added to may fees, such as broker Capital proceeds Capital Notes Westpac a Participating by received Capital of their Westpac the transfer 4 Holder from will be Offer the Reinvestment 4 pursuant to Notes that 4, assuming Capital Note $100 per Westpac the Westpac length with arm’s at dealing are they Party. 4 Nominated Capital Notes a by will be received that capital proceeds The 4 Holder Capital Notes Westpac Non-Participating the intended assuming 2021, on 20 December 4 Capital Notes of their Westpac redemption of the Westpac value will be the market occurs, the by issued 4. Based on guidance Capital Notes Guideline Compliance in Practical Commissioner event for the Westpac Capital Notes 4 holders. Capital Notes the Westpac for event a capital make 4 holders may Capital Notes Westpac or the transfer from gain if their capital proceeds than their “cost more are (as relevant) redemption make 4, or may Capital Notes their Westpac base” for than their less are if their capital proceeds a capital loss 4: Capital Notes their Westpac base” for cost “reduced • • • 6.6.2 Westpac a Participating Offer, Reinvestment Under the their transfer reinvest elect to 4 Holder will Capital Notes 4) in Capital Note each Westpac ($100 for proceeds 8. Capital Notes Westpac 4 Holder Capital Notes Westpac A Non-Participating each Westpac amount of $100 for an will also receive redemption intended the 4 assuming Capital Note on Westpac 4 by Capital Notes of their Westpac occurs. 2021 20 December 4 Holders Capital Notes Westpac both Participating For 4 Notes Capital Westpac and Non-Participating proceeds or redemption the transfer Holders, no part of of income assessable be ordinary to should be taken 4 holders. Capital Notes the Westpac 6.6.3 residents Australian 4 by Capital Notes of Westpac transfer The 4 Holders pursuant Capital Notes Westpac Participating of Westpac or redemption Offer, the Reinvestment to Capital Westpac Non-Participating 4 by Capital Notes will be a CGT 2021, 4 Holders on 20 December Notes westpac.com.au/ . Australian tax summary tax Australian Distributions should be equally applicable to these distributions. should be equally applicable to These distributions will be subject to the same taxation the same taxation will be subject to distributions These Capital paid on Westpac as other distributions treatment above Section 6.3.1 set out in comments 4. The Notes 8 Capital Notes on Westpac Distributions to in relation distribution payment conditions in the Westpac Capital in the Westpac conditions payment distribution being satisfied. 4 Terms Notes be fully franked. to these distributions expects Westpac excluding) 30 September 2021 to (and including) to 30 September 2021 excluding) 4 Capital Note on each Westpac 20 December 2021, Final the intended for date hold on the record they the subject to 4 Distribution, Capital Notes Westpac record date for the Final Westpac Capital Notes 4 Capital Notes the Final Westpac for date record also be paid will they that it is intended Distribution, on 4 Distribution Capital Notes the Final Westpac (but of the period from in respect 2021, 20 December Capital Notes 4 Terms being met. 4 Terms Capital Notes 4 Holder Capital Notes Westpac If a Non-Participating 4 on the Capital Notes hold Westpac to continues at 7.00pm (Sydney time) on 22 September 2021, on 22 September 2021, time) (Sydney 7.00pm at Pro-Rata the Second for date being the record subject to 4 Distribution, Capital Notes Westpac in the Westpac conditions payment the distribution Notes 4 Distribution on 30 September 2021, in respect in respect on 30 September 2021, 4 Distribution Notes 15 September 2021 (but excluding) of the period from on each Non- (and including) 30 September 2021, to hold they 4 that Capital Note Westpac Participating Terms being met. being Terms 4 Holder Capital Notes Westpac A Non-Participating Capital Westpac Pro-Rata will also be paid the Second hold at 7.00pm (Sydney time) on 7 September 2021, on 7 September 2021, time) (Sydney 7.00pm hold at Westpac Pro-Rata the First for date being the record the distribution subject to 4 Distribution, Capital Notes 4 Capital Notes in the Westpac conditions payment will be paid the First Pro-Rata Westpac Capital Westpac Pro-Rata will be paid the First on each 2021, on 15 September 4 Distribution Notes they 4 that Capital Note Westpac Non-Participating 4 Distribution, subject to the distribution payment payment the distribution subject to 4 Distribution, being 4 Terms Capital Notes in the Westpac conditions met. 4 Holder Capital Notes Westpac A Non-Participating Westpac Capital Note 4 that they hold at 7.00pm 7.00pm hold at they 4 that Capital Note Westpac being the record on 7 September 2021, time) (Sydney Capital Notes Westpac Pro-Rata the First for date be paid the First Pro-Rata Westpac Capital Notes 4 Capital Notes Westpac Pro-Rata be paid the First of the in respect on 15 September 2021, Distribution (and to 30 June 2021 (but excluding) period from on each Participating including) 15 September 2021, westpaccapnotes4 6.6.1 4 Holder will Capital Notes Westpac A Participating Westpac Capital Notes 4 under the prospectus for for 4 under the prospectus Capital Notes Westpac Ruling of the Class 4. A copy Capital Notes Westpac at website on Westpac’s is available certain entities that invested in Westpac Capital Notes Capital Notes in Westpac invested entities that certain Ruling CR 2016/52 Class and 4 under the prospectus of in respect views binding the ATO’s which contains in invested entities that of certain the tax treatment Westpac Capital Notes 4 holders may also wish to also wish to may 4 holders Notes Capital Westpac 6 of the Summary in section Tax the Australian to refer May 26 4 dated Notes Capital Westpac for prospectus of of the tax treatment a summary which contains 2016 SECTION 6 SECTION 80 WESTPAC CAPITAL NOTES 8

SECTION 6 Australian tax summary

Any capital gain (or capital loss) made by a Westpac Capital Notes 4 holder will be aggregated with other 6.7 Provision of TFN and/or capital gains and capital losses of the Westpac ABN Capital Notes 4 holder in the relevant year of income to determine whether the Westpac Capital Notes Westpac is required to deduct withholding tax from 4 holder has a net capital gain or net capital loss. payments of Distributions in respect of the Westpac A net capital gain, if any, will be included in the Capital Notes 8 that are not 100% franked, at the rate Westpac Capital Notes 4 holder’s assessable income specified in the Taxation Administration Regulations and will be subject to income tax, however the “CGT 2017 (currently 47% of the unfranked amount), and Discount” may be available to reduce the taxable remit such amounts to the ATO, unless a TFN or gain for a Westpac Capital Notes 4 holder who is an an ABN has been quoted by a Holder, or a relevant individual, complying superannuation entity or trust exemption applies (and has been notified to Westpac). (as described below). A net capital loss may not be deducted against other assessable income, but may be 6.8 GST carried forward to be offset against net capital gains realised in later income years. No GST should be payable by a Holder in respect of acquiring Westpac Capital Notes 8 or on a sale, If a Westpac Capital Notes 4 holder is an individual, Conversion, Redemption or Transfer of Westpac Capital complying superannuation entity or a trust, and held Notes 8, other than in respect of brokerage or similar fees. their Westpac Capital Notes 4 for 12 months or more before the disposal, the Westpac Capital Notes 4 holder may be entitled to a “CGT Discount” for any capital 6.9 Stamp Duty gain made on the disposal of their Westpac Capital No stamp duty should be payable by a Holder on the Notes 4. Westpac Capital Notes 4 holders should seek issue, sale, Conversion, Redemption or Transfer of independent advice to determine if their Westpac Westpac Capital Notes 8 provided that all Ordinary Capital Notes 4 have been held for the requisite period. Shares are quoted on ASX at that time. The “CGT Discount” provisions may entitle Westpac Capital Notes 4 holders to reduce their capital gain on the disposal of a Westpac Capital Note 4 (after deducting available capital losses) by half, in the case of individuals and trusts, or by one-third in the case of complying superannuation entities. Trustees should seek specific advice regarding the tax consequences of making distributions attributable to discounted capital gains. In addition, as described in more detail in Section 6.4.1 above, the Australian Government has announced that MITs and AMITs will not be entitled to the “CGT Discount” at the trust level once legislation implementing this change comes into effect. The “CGT Discount” is not available to companies. Non-Australian residents Any capital gain or capital loss made by non-Australian resident Westpac Capital Notes 4 holders is likely to be disregarded on the basis that Westpac Capital Notes 4 should not be “taxable Australian property” at the time of sale, unless they were used by the non- resident in carrying on business through a permanent establishment in Australia. Any non-resident Westpac Capital Notes 4 holders who held their Westpac Capital Notes 4 in the course of a business should obtain specific advice in respect of the potential consequences of that disposal of Westpac Capital Notes 4 in their particular circumstances. 6.6.4 Cost base of Westpac Capital Notes 8 acquired pursuant to the Reinvestment Offer Where Westpac Capital Notes 8 are acquired by Eligible Westpac Capital Notes 4 Holders pursuant to the Reinvestment Offer, the transfer proceeds that were applied to acquire those Notes will be included in the cost base of the Westpac Capital Notes 8 for the purposes of determining any future gain or loss on the disposal, Conversion, Redemption or Transfer of the Westpac Capital Notes 8 (refer to Sections 6.4 and 6.5 above). 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 81 CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC

Foreign selling restrictions Foreign statement and privacy Acknowledgment law Governing Interests of advisers of Interests Directors Westpac of Interests liabilities Contingent and approvals waivers ASX obligations design and distribution Future Rights attaching to Westpac Capital Notes 8 Capital Notes Westpac to Rights attaching Shares Ordinary to Rights attaching Shares Successor Approved to Rights attaching Management Agreement the Offer Summary of Restrictions on ownership for Westpac for on ownership Restrictions and availability disclosure Information,

7.13 7.14 7.15 7.8 7.9 7.10 7.11 7.12 7.3 7.4 7.5 7.6 Consents 7.7 This Section sets out: This 7.1 7.2 SECTION 7

information Other CAUTION – Westpac Capital Notes 8 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, 8 are Capital Notes – Westpac CAUTION in result could Notes with the and the risks associated understand them difficult to make may complexity Their some investors. for 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 82 WESTPAC CAPITAL NOTES 8

SECTION 7 Other information

• any document or financial statement lodged by 7.1 Restrictions on ownership Westpac with ASIC or ASX under the continuous for Westpac disclosure reporting requirements in the period after the lodgement of the annual financial statements The Financial Sector (Shareholdings) Act 1988 (Cth) and before the lodgement of this Prospectus; and restricts the aggregate voting power of a person and their associates in an Australian bank to 20%. • Westpac’s Constitution. A shareholder may apply to the Treasurer of the Written requests for copies of these documents should Commonwealth of Australia to extend its stake beyond be addressed to: 20%, however approval cannot be granted unless the Treasurer is satisfied that it is in the national interest to Westpac Group Secretariat approve a holding of greater than 20%. Level 18 275 Kent Street Acquisitions of interests in shares in Australian Sydney NSW 2000 companies by foreign persons are subject to review and approval by the Treasurer of the Commonwealth of Copies of Westpac’s financial statements and annual Australia under the Foreign Acquisitions and Takeovers reports are available at: westpac.com.au/about- Act 1975 (Cth) in certain circumstances. Potential westpac/investor-centre/financial-information/. investors should consult their professional advisers Copies of Westpac’s Constitution are available at: to determine whether the Foreign Acquisitions and westpac.com.au/about-westpac/westpac-group/ Takeovers Act 1975 (Cth) may affect their holding or corporate-governance/constitution-board/. ownership of Notes or Ordinary Shares. 7.3 Rights attaching to 7.2 Information, disclosure Westpac Capital Notes 8 and availability The rights attaching to the Notes are contained in the 7.2.1 Reporting and disclosure Westpac Capital Notes 8 Terms, which are contained in obligations Appendix B. Westpac is a disclosing entity for the purposes of the Corporations Act and is subject to regular reporting 7.4 Rights attaching to and disclosure obligations under the Corporations Act Ordinary Shares and the ASX Listing Rules. These obligations require that Westpac prepare both yearly and half-yearly Ordinary Shares may be issued to Holders by Westpac financial statements and a report on the operations on Conversion of Notes. These Ordinary Shares will be of Westpac during the relevant accounting period issued as fully paid and will rank equally with all other together with an audit or review report by its auditor. Ordinary Shares already on issue in all respects. Copies of these documents and other documents The rights attaching to Ordinary Shares are set out in lodged with ASIC by Westpac may be obtained from, Westpac’s Constitution, the ASX Listing Rules and the or inspected at, an ASIC office. Corporations Act. A summary of these rights is set out Westpac also has an obligation under the ASX Listing in this Section 7.4. Rules to notify ASX immediately of any information concerning Westpac of which it becomes aware and 7.4.1 Transfers which a reasonable person would expect to have a Transfers of Ordinary Shares are not effective until material effect on the price or value of Westpac’s registered. Subject to the ASX Listing Rules, Westpac securities unless exceptions from disclosure apply may refuse to register a transfer of Ordinary Shares under the ASX Listing Rules. ASX maintains records without giving any reasons. However, the ASX Listing of company announcements for all companies listed Rules substantially restrict when Westpac may refuse to on ASX. Westpac’s announcements may be viewed on register a transfer. ASX’s website (asx.com.au). Unless otherwise required by law, Westpac is not 7.2.2 Accessing information required to recognise any interest in Ordinary Shares apart from that of registered holders of Ordinary about Westpac Shares. Westpac will provide a copy of any of the following Where two or more persons are registered as joint documents free of charge to any person who requests holders of Ordinary Shares, they are taken to hold a copy during the Offer Period in relation to this the Ordinary Shares as joint tenants with rights of Prospectus: survivorship. • the interim financial report of Westpac for the Westpac is not required to register more than three half year ended 31 March 2021 (being the most persons as joint holders of an Ordinary Share or issue recent interim financial statements lodged with more than one share certificate or holding statement ASIC before the lodgement of this Prospectus); for Ordinary Shares jointly held. • the financial statements of Westpac for the year ended 30 September 2020 (being the most recent Restrictions apply in respect of persons who become annual financial statements lodged with ASIC before entitled to Ordinary Shares by reason of the death, the lodgement of this Prospectus); bankruptcy or mental incapacity of a holder of Ordinary Shares. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 83 ”) OMA CAPITAL NOTES 8 NOTES CAPITAL ”). The Approved Approved ”). The WESTPAC WESTPAC Acquisition Event Acquisition Approved Successor Shares Successor Approved Management Agreement Rights attaching to to attaching Rights Summary of the Offer withheld or delayed), allot, agree to allot or indicate in allot or indicate to allot, agree withheld or delayed), allot any to or will allot or agree it may that way any 1 Capital security with Tier debt or preference hybrid market retail in the Australian 2 Capital status or Tier the Offer other than pursuant to Date, the Issue before other specified circumstances. and in certain the Joint Lead indemnify to has agreed Westpac Bank) Institutional than Westpac Managers (other Manager with each Joint Lead and parties affiliated and liabilities expenses costs, damages, losses, against these other than where with the Offer, in connection or wilful misconduct recklessness, fraud, any from result other of the indemnified parties or certain negligence events. Westpac and the Joint Lead Managers entered Managers entered Lead and the Joint Westpac (“ Management Agreement the Offer into has Under the OMA, Westpac on 17 August 2021. Bank, ANZ Securities Institutional Westpac appointed Pty Limited, Australia Global Markets Citigroup Limited, Financial Morgans Bank of Australia, Commonwealth Minnett Ord Bank Limited, Australia National Limited, Joint as the Limited and Partners and Shaw Limited the Offer. and joint bookrunners for Managers Lead to Managers agree Under the OMA, the Joint Lead the Opening Date. the Bookbuild before conduct and Institutional Brokers Syndicate In this process, a number of bids for lodge to invited are Investors margin within an indicative margins various at Notes and the Joint Lead Using those bids, Westpac range. the total and determine Managers will set the Margin will and Westpac be Allocated to number of Notes Brokers Syndicate to the firm Allocations determine Bookbuild will be The Investors. and Institutional in the OMA. and conditions on the terms conducted and representations various OMA contains The on Westpac, obligations and imposes various warranties, and obligations warranties including representations, with the complies this Prospectus that ensure to conduct Rules, and to Listing and ASX Act Corporations Rules, Listing ASX timetable, under the agreed the Offer and all other applicable laws. this Prospectus will not, without the Westpac that OMA provides The be unreasonably (not to Managers’ consent Joint Lead 7.5 holding company as the ultimate is replaced If Westpac Successor, an Approved by Group of the Westpac amended are 8 Terms Capital Notes and the Westpac Successor Approved of the enable substitution to 8 and the Capital Notes Westpac of the as debtor Holders on Conversion, shares of ordinary issuer on Shares Successor with Approved will be issued to In order Shares). than Ordinary (rather Conversion of the shares Successor, as an Approved be classified be must company holding successor the proposed exchange stock recognised on an internationally listed 8 Terms Capital Notes the Westpac – see clause 16.2 of “ of (definition use all reasonable will be obliged to Successor of the Approved obtain quotation to endeavours Capital under the Westpac issued Shares Successor on which the exchanges on the stock 8 Terms Notes the at quoted are Shares Successor other Approved clause 13.4 of the Westpac – see time of a Conversion 8 Terms. Capital Notes 7.6 Other information Other Issue of further Ordinary Shares of further Ordinary Issue Meetings and voting rights Meetings and voting Winding Up of Westpac Winding Profits and Dividends Profits prejudice Westpac’s ability to pay its creditors. pay ability to Westpac’s prejudice Westpac’s assets exceed its liabilities immediately its liabilities immediately exceed assets Westpac’s is and the excess the Dividend is determined before Dividend; of the the payment sufficient for reasonable and of the Dividend is fair the payment as a whole; and shareholders Westpac’s to of the Dividend does not materially the payment Directors may issue further Ordinary Shares, and grant and grant Shares, further Ordinary issue may Directors Shares, Ordinary rights over options and pre-emptive think fit. they on terms 7.4.5 of Ordinary the issue control Directors Westpac The the Westpac Act, the Corporations Subject to Shares. representative) is entitled to one vote on a show of on a show one vote is entitled to representative) Share each Ordinary for on a poll, one vote hands or, held. Holders of Ordinary Shares are entitled to receive receive entitled to are Shares Holders of Ordinary meetings of general at and vote attend of, notice at present Shares Each holder of Ordinary Westpac. or proxy meeting (whether in person or by a general Westpac is wound up. is wound Westpac 7.4.4 Subject to the preferential entitlement (if any) of entitlement (if any) the preferential Subject to Shares holders of Ordinary shareholders, preference if surplus assets equally in any share entitled to are Westpac until required to be dealt with under any law law be dealt with under any to until required Westpac unclaimed monies. to relating 7.4.3 below the Distribution Restriction Trigger. Refer to to Refer Trigger. Restriction Distribution the below further information. Section 4.2.4 for be claimed, may paid, but not are Dividends that the benefit of for Directors the Westpac by invested There are restrictions on the amount of earnings that of earnings that on the amount restrictions are There 1 Capital Distributions Tier through can be distributed fall 2 CET1 Ratios 1 or Level Level should an ADI’s date of the proposed Dividend payment exceeds exceeds payment Dividend of the proposed date account taking into earnings after after-tax Westpac’s in the senior capital instruments on more payments any same 12 months. aggregate amount of Dividend payments on Ordinary on Ordinary amount of Dividend payments aggregate sets one or more by the 12 months covered in Shares the preceding results operating of publicly available was directed by APRA not to pay a Dividend under a Dividend under pay APRA not to by directed was include that requirements APRA’s the Banking Act. prior to approval written obtain APRA’s must Westpac if the Shares on Ordinary making a Dividend payment Additionally, Dividends would not be payable if making not be payable Dividends would Additionally, by or cause a breach breach would such a payment or other capital adequacy of applicable Westpac of APRA, or if Westpac supervisory requirements • • Dividends must only be paid in accordance with in accordance only be paid Dividends must is Westpac Constitution. and Westpac’s applicable laws unless: Dividends paying from restricted • Dividends determined by Westpac are payable to to payable are Westpac by Dividends determined the to in proportion Shares holders of Ordinary hold. they that Shares Ordinary amounts paid on the 7.4.2 receive entitled to are Shares Ordinary Holders of Westpac. by be determined as may such Dividends SECTION 7 SECTION 84 WESTPAC CAPITAL NOTES 8

SECTION 7 Other information

7.6.1 Settlement support Value) to other External Third Parties for procuring Applications for any Notes by their clients, among other Each Joint Lead Manager has agreed to provide things. settlement support for the number of Notes Allocated to Syndicate Brokers under the Bookbuild. Under the The estimated aggregate fees payable by Westpac OMA, as part of that settlement support, each Joint to the Joint Lead Managers, Co-Managers (who are Lead Manager will pay to Westpac, or procure payment not affiliated with a Joint Lead Manager) and the to Westpac of, its JLM Broker Firm Amount under the arranger as set out above are approximately $13 million Bookbuild by the settlement date (14 September 2021). (exclusive of GST), making certain assumptions as to Each Joint Lead Manager is only responsible for the allocation of Westpac Capital Notes 8 between ensuring that payment is made for Notes Allocated to the Broker Firm Offer, Institutional Offer, Reinvestment them or at their direction. Westpac Institutional Bank Offer and Securityholder Offer, as well as to the total need only pay, or procure payment, to Westpac of amount of Westpac Capital Notes 8 issued. the proportion of its JLM Broker Firm Amount, Other Broker Firm Amount, Institutional Amount and Co- 7.6.3 Termination Manager Amount that it actually receives from third Any/each Joint Lead Manager may terminate its party investors. obligations under the OMA on the occurrence of a number of customary termination events, including 7.6.2 Fees (among others): Under the OMA, Westpac will pay: • a downgrade of certain credit ratings assigned to • each Joint Lead Manager, a selling fee of 0.75% of Westpac; that Joint Lead Manager’s JLM Broker Firm Amount; • ASIC issues a stop order in relation to the Offer; • Westpac Institutional Bank, a selling fee of 0.75% of • a supplementary prospectus is required under the Co-Manager Amount; section 719 of the Corporations Act; • each Joint Lead Manager whose bid into the • ASX refuses to quote the Notes on ASX; Bookbuild equals or exceeds a minimum threshold, • any person (other than a Joint Lead Manager or a bookrunning fee of 0.50% of that Joint Lead Co-Manager) withdraws their consent to be named Manager’s JLM Broker Firm Amount; in this Prospectus; • to Westpac Institutional Bank, a bookrunning fee of • certain breaches of the OMA; 0.50% of the Co-Manager Amount; • Westpac withdraws this Prospectus or the Offer; • to Westpac Institutional Bank, a selling fee of 0.25% of the Institutional Amount; and • trading of certain ASX listed Capital Securities is suspended for a certain period of time, or certain • to Westpac Institutional Bank, an arranger fee. ASX listed Capital Securities cease to be quoted on Westpac Institutional Bank agrees to pay, on behalf ASX; of Westpac, a selling fee of 0.75% of the Co-Manager • unauthorised alterations to the Notes Deed Poll or Amount to any Co-Managers (who are not affiliated Westpac’s Constitution; and with a Joint Lead Manager), subject to receipt of • an adverse change in the financial position or this fee from Westpac (as set out above). Westpac prospects of the Westpac Group. Institutional Bank also agrees to pay, on behalf of Westpac, a selling fee of 0.75% of the Other Broker Certain termination events will only give rise to a right Firm Amount to Third Party Brokers and certain other to terminate if the Joint Lead Manager has reasonable participating brokers, subject to Westpac Institutional and bona fide grounds to believe and does believe that Bank receiving the selling fee of 0.75% of its JLM Broker the event has or is likely to have a material adverse Firm Amount described in this Section 7.6.2. effect on the Offer. If termination occurs, the Joint Lead Manager who terminates (or each Joint Lead Manager Westpac may pay to Westpac Institutional Bank, that terminates) will no longer be a lead manager and Westpac Institutional Bank agrees to pay on or bookrunner and will not be obliged to conduct Westpac’s behalf to certain investors, a commitment the Bookbuild or provide settlement support for the fee of up to 0.75% of the Application Payment made Bookbuild. by those investors. This is subject to the satisfaction of certain conditions, including a minimum bid under the Under the OMA, if one Joint Lead Manager terminates, Bookbuild and a minimum holding period in respect of each other Joint Lead Manager must give notice in the Notes Allocated to those investors. writing to Westpac and each of the terminating Joint Lead Managers stating whether it will also terminate The Joint Lead Managers may pay fees on behalf of or whether it will assume the obligations of the Westpac to Australian financial services licensees terminating Joint Lead Manager(s). and their authorised representatives (“External Third Parties”) in respect of Notes Allocated to them for allocation to their clients. Under the OMA, the amount 7.7 Consents of the fee payable to an External Third Party must not Each Westpac Director has given, and not withdrawn, exceed 0.75% (or 1.25% if the External Third Party is an their consent to the lodgement of this Prospectus with affiliate of the Joint Lead Manager or an External Third ASIC. Party approved by Westpac) of the amount which is equal to the number of Notes which are Allocated to Each of the parties (referred to as “Consenting that External Third Party multiplied by the Initial Face Parties”), who are named in this Section 7.7: Value. External Third Parties may in turn rebate fees • has not made any statement in this Prospectus or (which may not exceed 0.75% of the amount which is any statement on which a statement made in this equal to the number of Notes which are Allocated to Prospectus is based other than as specified in the that External Third Party multiplied by the Initial Face fourth bullet point in this Section 7.7; 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 85 CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC Directors Interests of Westpac of Westpac Interests no person named in this Prospectus as performing a as performing no person named in this Prospectus advisory or other capacity function in a professional, of or distribution with the preparation in connection and this Prospectus; of the of the Offer or underwriter no promoter named in this licensee or financial services Notes involved licensee as a financial services Prospectus in the Offer, of Westpac; or promotion the formation or the Offer; be acquired to or proposed acquired property any or with its formation in connection Westpac by or with the Offer. promotion person has been paid or agreed to be paid any amount, be paid any to person has been paid or agreed be given to or agreed benefit been given nor has any them, by provided services such persons for any to of or promotion with the formation in connection or with the Offer. Westpac 7.9 may and their associates Directors Westpac The subject to Prospectus under this offered Notes acquire described waivers Rules, including any Listing the ASX the Reinvestment Offer, may be paid to Greenwoods & Greenwoods be paid to may Offer, the Reinvestment Pty under its normal Limited Herbert Smith Freehills time-based charges. is Securities Limited PricewaterhouseCoopers Westpac Westpac. adviser to acting as accounting PricewaterhouseCoopers to it will pay that estimates (excluding $80,000 approximately Securities Limited Further amounts in relation disbursements and GST). PricewaterhouseCoopers be paid to may the Offer to under its normal time-based charges. Securities Limited Other than as set out in this Prospectus: • • or has held in the of this Prospectus, the date holds at in: an interest date, that before years two • • • no such Other than as set out in this Prospectus, financing and brokerage activities and financial activities and brokerage financing both companies for benefits counselling planning and of these course In the ordinary and individuals. and Managers, Co-Managers the Joint Lead activities, advice or provide trade may affiliates their respective and its related the securities of Westpac to in relation or fees customary receive and may bodies corporate, Managers Joint Lead so doing. The for commissions that Westpac to represented have and Co-Managers with in connection conflicts will manage any they in Co-Managers Managers or as Joint Lead their role their legal obligations. with compliance than legal adviser (other Allens is acting as Australian the to in relation Westpac to taxation) to in relation of In respect Offer. the Reinvestment including Offer, Allens to it will pay that estimates Westpac this work, disbursements and (excluding $400,000 approximately including the Offer, to Further amounts in relation GST). under its Allens be paid to may Offer, the Reinvestment normal time-based charges. is Pty Limited & Herbert Smith Freehills Greenwoods in relation Westpac to tax adviser acting as Australian In Offer. including the Reinvestment the Offer, to it will pay that estimates Westpac of this work, respect Pty Limited & Herbert Smith Freehills Greenwoods to and disbursements (excluding $95,000 approximately including the Offer, to Further amounts in relation GST). PricewaterhouseCoopers PricewaterhouseCoopers Securities Limited Limited Services Link Market Bell Potter Securities Bell Potter Limited Wealth Crestone Management Limited Allens & Herbert Greenwoods Pty Limited Smith Freehills Westpac Institutional Bank Institutional Westpac ANZ Securities Limited Global Markets Citigroup Pty Limited Australia Bank of Commonwealth Australia Financial Limited Morgans Bank Australia National Limited Limited Minnett Ord Limited and Partners Shaw Consenting Parties Consenting Bank Institutional Westpac Other information Other Interests of advisers Interests context in which it is named; and context Smith Freehills & Herbert in the case of Greenwoods the and has not, before has given Pty Limited, withdrawn with ASIC lodgement of this Prospectus of Section 6 the inclusion to consent its written in which it appears in this and context in the form Prospectus. statements or omissions from this Prospectus, other other this Prospectus, from or omissions statements or statement and/or its name to than the reference with the consent included in this Prospectus report Party; Consenting of that lodgement of this the has not, before and has given consent its written withdrawn with ASIC, Prospectus and in the form this Prospectus be named in to to the maximum extent permitted by law, expressly expressly law, by permitted maximum extent the to any for no responsibility and takes disclaims Registrar Australian tax Australian the adviser to including the Offer, Offer Reinvestment Auditor adviser Accounting Australian legal Australian the adviser to including the Offer, Offer Reinvestment Co-Managers Role Arranger Joint Lead Managers service securities firms and they, along with their securities firms and they, service activities, engaged in various are affiliates, respective management, investment including securities trading, Joint Lead Managers and Co-Managers (who are not (who are Managers and Co-Managers Joint Lead fees, Manager) will receive Lead with a Joint affiliated as also set out in Section 7.6.2. full are Managers and Co-Managers Joint Lead The Westpac Institutional Bank has acted as arranger as arranger Bank has acted Institutional Westpac of which it will in respect Manager, and a Joint Lead remaining The 7.6.2. set out in Section the fees receive 7.8 • • • SECTION 7 SECTION 86 WESTPAC CAPITAL NOTES 8

SECTION 7 Other information in Section 7.11. Details of the Westpac Directors’ collectively is no more than 0.2% of the total holdings of Ordinary Shares and other securities of number of Notes issued under the Offer, and the Westpac are disclosed to, and available from, ASX at participation of the Westpac Directors and their asx.com.au. associates in the Offer is on the same terms and conditions as applicable to other subscribers for Non-executive Westpac Directors are remunerated for Notes; their services from the maximum aggregate amount approved by shareholders for this purpose. Westpac – Westpac releases the terms of the waiver to the shareholders approved the current limit ($4.5 million market when the Offer is announced; and in aggregate) at Westpac’s 2008 Annual General – when the Notes are issued, Westpac announces Meeting. Westpac Board and Board Committee fees are to the market the total number of Notes issued reviewed annually. Separate fees may also be paid for to the Westpac Directors and their associates in additional responsibilities that may arise on an ad hoc aggregate; basis. Proposed Non-executive Westpac Directors will • the Westpac Capital Notes 8 Terms are appropriate be paid out of the same fee pool commensurate with and equitable for the purposes of ASX Listing other Non-executive Westpac Directors. Details of the Rule 6.1; remuneration paid to Westpac Directors by Westpac • the Notes are classified as “equity securities” for the for financial year 2020 are set out in the Remuneration purposes of the ASX Listing Rules; Report in Westpac’s 2020 Annual Report. Westpac’s 2020 Annual Report can be accessed as described in • ASX Listing Rule 6.12 does not apply to the terms Section 7.2.2. of issue of the Notes which provide for their Conversion, write-off, Redemption or Transfer; Other than as set out in this Section 7.9, no Westpac • for the purposes of ASX Listing Rule 7.1, the Director or proposed Westpac Director holds, at the maximum number of Ordinary Shares into which date of this Prospectus, or has held in the two years the Notes can be Converted should be calculated in before that date, an interest in: accordance with ASX Listing Rule 7.1B.1(e); • the formation or promotion of Westpac; • the issue of Ordinary Shares on Conversion of the • the Offer; or Notes will be within Exception 9 of ASX Listing • any property acquired or proposed to be acquired Rule 7.2 and will not be subject to ASX Listing Rule by Westpac in connection with its formation or 7.1; and promotion or with the Offer. • a confirmation that the timetable for the Offer is acceptable. Other than as set out in this Section 7.9, no Westpac Director or proposed Westpac Director has been paid Westpac has also received the following ASX or agreed to be paid any amount (whether in cash confirmations in relation to Westpac Capital Notes 4 or in shares or otherwise), nor has any benefit been and the Reinvestment Offer: given or agreed to be given to any Westpac Director or • that the amendments to the Westpac Capital Notes proposed Westpac Director to induce them to become 4 Terms as described in Section 3.6.1 are appropriate or qualify them as a Westpac Director, or for services and equitable for the purposes of ASX Listing Rule provided by them in connection with the formation or 6.1; promotion of Westpac or with the Offer. • that ASX has no objection to the amendments to the Westpac Capital Notes 4 Terms as described in 7.10 Contingent liabilities Section 3.6.1 for the purposes of Listing Rule 15.1.2; Amongst other matters, contingent liabilities exist in • that the First Pro-Rata Westpac Capital Notes 4 respect of actual and potential claims and proceedings. Distribution and Second Pro-Rata Westpac Capital An assessment of Westpac’s likely loss has been made Notes 4 Distribution are permitted under ASX on a case-by-case basis for the purposes of Westpac’s Listing Rule 6.10; and financial statements for the half year ended 31 March • that the timetable for the Reinvestment Offer is 2021. Specific provisions have been made where acceptable. appropriate. Refer to Note 14 of Westpac’s financial statements in the 2021 interim financial report, for further details (these financial statements can be 7.12 Future design and accessed as described in Section 7.2.2). distribution obligations In April 2019, the Treasury Laws Amendment (Design 7.11 ASX waivers and approvals and Distribution Obligations and Product Intervention Westpac has received the following ASX waivers Powers) Act 2019 (Cth) was enacted. It introduced or confirmations in relation to the Westpac Capital new design and distribution obligations on issuers Notes 8 Terms and the Offer: and distributors of certain financial products offered to retail investors, including Additional Tier 1 Capital • ASX Listing Rules 3.20.2 and 3.20.5 will not apply securities and grants product intervention powers to upon the occurrence of a Capital Trigger Event or ASIC if it believes significant consumer detriment may Non-Viability Event; occur. • ASX Listing Rule 10.11 has been waived to the extent necessary to permit the Westpac Directors and their As the product design and distribution obligations associates to participate in the Offer and be issued do not come into force until 5 October 2021, they do Notes without shareholder approval on the following not apply to the Offer and do not apply to secondary conditions: market trading in the Notes. – the number of Notes which may be issued The product design and distribution obligations to Westpac Directors and their associates require issuers to prepare and make publicly available 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 87 CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC ”), being: Financial Markets Conduct Act 2013 of of 2013 Act Conduct Financial Markets FCMA (“ privacy statement privacy New Zealand New an “investment business”; an “investment or “large”; agency”, a “government Prospectus (and any supplementary or replacement supplementary or replacement (and any Prospectus or investment document) is not financial product Capital Westpac that or a recommendation advice and has been prepared you, suitable for 8 are Notes investment your account without taking into or particular needs; financial situation objectives, 8 are Capital Notes Westpac that acknowledge of accounts not deposit liabilities or protected Banking Act the purposes of the for Westpac not subject to are or Financial Claims Scheme, of Australian provisions protection the depositor (including the Australian banking legislation a person who is: (1) (2) (3) the FMCA; or in each case as defined in Schedule 1 to activity a person who meets the “investment the specified in clause 38 of Schedule 1 to criteria” FMCA. a copy personally received having acknowledge supplementary or (and any of the full Prospectus and Form document) and Application replacement them all in full; read have you that declare in this contained the information that acknowledge • in New Zealand, and no advertisement or offering or offering and no advertisement Zealand, in New in be distributed may the Notes to relating material or sold directly not be offered may Notes Zealand. New a “wholesale to other than Zealand, in New or indirectly of is defined in clause 3(2) term as that investor” the Schedule 1 to Zealand New • • 7.14 Acknowledgment and Form and submitting an Application completing By you: • • Compliance Period a confirmation or other notice notice or other a confirmation Period Compliance sales, deliveries on offers, the restrictions setting forth or States within the United of the Notes and transfers US Persons. of, or benefit the account or for to, of the commencement after days In addition, until 40 within the United of Notes or sale offer an the Offer, in the is not participating dealer that any by States of the requirements the registration violate may Offer US Securities Act. (i) that has agreed Managers Each of the Joint Lead persons acting on its nor any neither it, its affiliates engage in any engaged or will or their behalf have meaning of Rule 902 within the selling efforts directed the Notes, to with respect Act under the US Securities with and will comply complied have and it and they of Regulation requirement restrictions with the offering and (ii) it has not entered S under the US Securities Act arrangement contractual any into and will not enter the of the distribution to person with respect with any all in writing that such person has agreed unless Notes, of the expiration prior to sales of the Notes and offers shall be made only Period Compliance the Distribution S under with the OMA and Regulation in accordance the US Securities Act. 7.13.3 and will not be registered has not been Prospectus This ”), which aims ”), which ”), and it will have ”), and it will have TMD Other information Other United States United Other foreign jurisdictions Other foreign Foreign selling restrictions selling Foreign Distribution Compliance Period Compliance Distribution (the “ parties or other relevant distributor each dealer, sent to during the Distribution Allocated are which Notes to the United States or to, or for the account or benefit or the account or for or to, States the United any at (i) as part of their distribution US Persons of, of the later after time or (ii) otherwise until 40 days Date and the Issue of the Offer the commencement be distributed in the United States. in the United be distributed it that Managers has agreed Each of the Joint Lead within the Notes or transfer sell, deliver will not offer, the United States or to, or for the account or benefit or the account or for or to, States the United nor any Neither this Prospectus US Person. any of, or Securityholder Application online Reinvestment may the Offer to relating or other materials Application, under the US Securities Act or the securities laws of or the securities laws under the US Securities Act and States or other jurisdiction of the United state any in or transferred sold, delivered not be offered, may in any jurisdiction outside Australia. jurisdiction in any 7.13.2 not be registered not been and will have Notes The offer in any jurisdiction in which, or to any person to person to any jurisdiction in which, or to in any offer No such an offer. make to not be lawful whom, it would or the or qualify Notes register to action has been taken of Notes otherwise permit a public offering or to Offer restrictions. If you fail to comply with such restrictions, with such restrictions, comply to fail If you restrictions. of applicable a violation constitute may failure that an does not constitute Prospectus This securities laws. electronic copy) in jurisdictions outside Australia may may in jurisdictions outside Australia copy) electronic of possession into come If you law. by be restricted then in jurisdictions outside Australia, this Prospectus such any on, and observe, should seek advice you 7.13.1 (including an of this Prospectus distribution The future issuance volumes or secondary market trading trading market or secondary volumes issuance future Section 5.1.5). (see investors activity by 7.13 affect the liquidity of funding instruments (including of funding instruments the liquidity affect 1 Capital securities such as Westpac Tier Additional in reduction a material lead to 8), if they Capital Notes untested, however there is a risk that they may may they risk that is a there however untested, refinancing and distribution impact the issue, adversely types of financial of these (via similar instruments) also changes may These in the future. products undertake a consultation process before it makes a it makes before process a consultation undertake order. intervention product on and powers obligations impact of these new The 8 remains Capital Notes Westpac like instruments clients or customers. It is uncertain whether ASIC would would whether ASIC It is uncertain clients or customers. detriment in relation significant consumer perceive to is required ASIC or similar securities. the Notes to The new legislation also gives ASIC a significant, ASIC also gives legislation new The order intervention a product issue to power proactive in or has resulted a financial product that if it believes retail in significant detriment to result to, will, or is likely is consistent with the TMD. ASIC released regulatory regulatory released ASIC with the TMD. is consistent the design and distribution of in respect guidance 2020. on 11 December obligations by distributors and are subject to ongoing obligations obligations ongoing subject to and are distributors by a not distribute must Distributors the TMD. review to it has a TMD and must unless investors retail to product their distribution ensure to steps reasonable also take a ‘target market determination’ (“ determination’ market a ‘target market retail the for products financial that ensure to then take must Issuers in the TMD. investors sold to are the TMD with compliance ensure to steps reasonable SECTION 7 SECTION 88 WESTPAC CAPITAL NOTES 8

SECTION 7 Other information

Government guarantee of certain bank deposits), Westpac is required to collect certain information about and are not guaranteed or insured by the Australian Holders under company and tax law. Applicants will government, or any government agency or be asked to provide personal information to Westpac compensation scheme of Australia or any other (directly or via its agents, including the Registrar). You jurisdiction; acknowledge that the personal information submitted • acknowledge that an investment in Westpac Capital as part of your Application Form or in other forms Notes 8 is subject to investment risk, including and otherwise provided to Westpac (directly or via its possible delays in payment and loss of income and agents, including the Registrar) will be collected, used principal invested, and that neither Westpac nor and disclosed by Westpac (and its agents, including the any member of the Westpac Group guarantees Registrar) in order to process your Application, service the capital value or performance of Notes or any your needs as a Holder (and following Conversion, if particular rate of return; applicable, your holding of Ordinary Shares), provide facilities and services that you request, carry out • acknowledge that investments in Westpac Capital appropriate administration, send you information about Notes 8 are an investment in Westpac and may be the products and services of members of the Westpac affected by the ongoing performance and financial Group, including future offers of securities and as position and solvency of Westpac; otherwise required or authorised by law (including, • agree to be registered as a Holder of Westpac without limitation, any law relating to taxation, money Capital Notes 8 and to be bound by the terms of the laundering or counter-terrorism). Offer, this Prospectus, the Westpac Capital Notes 8 Terms and the Notes Deed Poll; Such disclosure may include disclosure to third parties including other members of the Westpac Group and • agree to become a member of Westpac and to be to Westpac’s agents, service providers, auditors and bound by the terms of Westpac’s Constitution, if advisers. Such disclosure may also include disclosure to issued Ordinary Shares on Conversion; domestic and overseas regulators or other government • declare that each Applicant, if a natural person, is agencies (including ASIC and the ATO), stock over 18 years of age; exchanges, and the public by way of public registers • declare that you are an Australian resident; maintained by regulators or other bodies. Some of • represent and warrant that you are not acting for these recipients may be located outside Australia the account or benefit of any person to whom where your personal information may not receive the it would not be lawful to make the Offer under same level of protection as afforded under Australian applicable securities laws; law. You acknowledge that if you do not provide the personal information required by your Application Form • represent and warrant that you are not in a or other forms, it might not be possible to process your jurisdiction in which it would not be lawful for the Application, administer your securityholding and/or Offer to be made to you, and that you are not in the send you information about the products and services United States and you are not a US Person (and not of members of the Westpac Group, including future acting for the account or benefit of a US Person), offers of securities. and you will not offer, sell, deliver or transfer Westpac Capital Notes 8 in the United States or to, If you do not wish to receive information about the or for the account or benefit of, any US Person; products and services of members of the Westpac • acknowledge and declare that you consent to the Group, including future offers of securities, please use and disclosure of your personal information by contact the Westpac Capital Notes 8 Information Line Westpac and members of the Westpac Group (and (Monday to Friday, 8.30am to 7.30pm, Sydney time) their agents, including the Registrar, on Westpac’s on 1300 660 106 (in Australia) and +61 1300 660 106 behalf) in the manner set out in this Section 7.14 of (outside Australia) and request that Westpac does not the Prospectus; send you marketing material. • authorise Westpac and the Joint Lead Managers Westpac’s privacy policy is available on Westpac’s and their respective officers or agents to do website at westpac.com.au/privacy and contains anything on your behalf necessary for Westpac information about how you may access and seek Capital Notes 8 to be Allocated to you, including correction of the personal information that Westpac acting on instructions received by the Registrar holds about you, how you may complain about a upon using the contact details provided on your breach of the Privacy Act 1988 (Cth) by Westpac and Application Form; how Westpac will deal with such a complaint. • acknowledge that once you submit an Application Form you may not modify or withdraw it subject to 7.15 Governing law applicable law; This Prospectus and the contracts that arise from the • declare that all details and statements on your acceptance of Applications are governed by the laws Application Form are complete and accurate; applicable in New South Wales, Australia and each • apply for the number of Westpac Capital Notes Applicant submits to the exclusive jurisdiction of the 8 in the Australian dollar amount shown on your courts of New South Wales, Australia. Application Form and agree to be issued such number of Westpac Capital Notes 8 or a lesser number (or no Westpac Capital Notes 8 at all), as described in this Prospectus; and • acknowledge that Westpac reserves the right not to accept an Application from any Applicant, including where an Application Form and/or Application Payment is not properly completed or submitted by the Closing Date for the Offer. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 89 CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC

Allocation and Allotment Allocation and Holding Statements trading quotation, ASX Holding information The Offer The 8 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 8 Notes Applying for Applying CAUTION – Westpac Capital Notes 8 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, 8 are Capital Notes – Westpac CAUTION in result could Notes with the and the risks associated understand them difficult to make may complexity Their some investors. for 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 90 WESTPAC CAPITAL NOTES 8

SECTION 8 Applying for Westpac Capital Notes 8

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 $1.0 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 Offer consists of: the Offer Period without notice. Westpac may also withdraw the Offer at any time before Notes are issued. • a Reinvestment Offer – to Eligible Westpac Capital Accordingly, if you wish to apply for any Notes, you Notes 4 Holders; are encouraged to do so as soon as possible after the • a Securityholder Offer – to Eligible Securityholders; Opening Date. • a Broker Firm Offer – to Australian resident clients No action has been taken to register or qualify Notes of the Syndicate Brokers; and or otherwise permit a public offer of the Notes in any • an Institutional Offer – to Institutional Investors jurisdiction outside Australia. See Section 7.13 which invited by Westpac Institutional Bank to bid for any details selling restrictions applicable to the Offer. Notes in the Bookbuild. Applications must be for a minimum of 50 Notes Westpac will give priority to Applications received ($5,000). If your Application is for more than 50 Notes, under the Reinvestment Offer (including Applications then you must apply in multiples of 10 Notes ($1,000) made through Syndicate Brokers) when Allocating the thereafter. For further details about how this applies Westpac Capital Notes 8. This priority will not extend to to the Reinvestment Offer, please see Section 8.2.1. Applications for additional Westpac Capital Notes 8 by Please also see Section 3 for further details about the Eligible Westpac Capital Notes 4 Holders. Reinvestment Offer. 8.2 Applying for Westpac Capital Notes 8 8.2.1 Reinvestment Offer

Eligible Westpac Capital Notes 4 Holders may apply for Notes by following the Reinvestment Application instructions via the Offer website at westpac.com.au/westpaccapnotes8 after the Offer opens on 25 August 2021. The Prospectus will only be available via the Offer website. No physical Prospectuses are being printed or distributed.

Who may apply • Eligible Westpac Capital Notes 4 Holders, being registered holders of Westpac Capital Notes 4 who are shown on the Register at 7.00pm Sydney time on 10 August 2021 as having an address in Australia.

When to apply • Applications will only be accepted during the Offer Period which is expected to open on 25 August 2021. • The Closing Date for the Reinvestment Offer is expected to be 6.00pm (Sydney time) on 9 September 2021. • Eligible Westpac Capital Notes 4 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 westpac.com.au/westpaccapnotes8 and click on Reinvestment Application. Follow the instructions to confirm the amount of Westpac Capital Notes 4 you would like to reinvest in Westpac Capital Notes 8. You will need your Westpac Capital Notes 4 SRN, HIN or Unique Application Number (UAN), and the postcode of your relevant holding. • If you apply to reinvest all of your Participating Westpac Capital Notes 4, then you may apply for additional Westpac Capital Notes 8. If you apply for additional Westpac Capital Notes 8 you will be provided with the Biller Code and your BPAY®1 reference number to enable payment for any additional Westpac Capital Notes 8 by BPAY®. 2. Make your Application Payment via BPAY®: Application Payments, which are only required for additional Westpac Capital Notes 8, must be made by BPAY® (online or telephone) with the Biller Code and your BPAY® reference number.

Note: 1. Registered to BPAY Pty Limited ABN 69 079 137 518. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 91 CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC after the Offer opens on 25 August 2021. The Prospectus Prospectus The opens on 25 August 2021. the Offer after : Check your daily transaction limit with your financial institution and ask institution financial limit with your daily transaction : Check your you own 50 Westpac Capital Notes 4 or fewer, you must apply to reinvest all reinvest apply to must you 4 or fewer, Capital Notes 50 Westpac own you 4; or Capital Notes Westpac of your a reinvest apply to must 4, you Capital Notes than 50 Westpac more own you 4 ($5,000). Capital Notes minimum of 50 Westpac payment. If you apply for additional Westpac Capital Notes 8, your Application Application 8, your Capital Notes Westpac additional apply for If you Capital Westpac the number of additional equal to must amount Payment 50 (e.g. Value the Initial Face multiplied by apply for wish to you 8 that Notes must Payment Application Your 8 x $100 = $5,000). Capital Notes Westpac time) (Sydney be 6.00pm to which is expected the Closing Date, be made by on 9 September 2021. BPAY® is made Payment Application your ensure times to closing about their BPAY® Capital additional Westpac for Application otherwise your the Closing Date, by be accepted. 8 will not Notes of dollar bank account an Australian be made from must payments BPAY® will not be cash or cheque by Payments financial institution. an Australian accepted. a BPAY® on making questions any have if you institution financial your Contact If you apply to reinvest Westpac Capital Notes 4 in Westpac Capital Notes 8, Capital Notes 4 in Westpac Notes Capital Westpac reinvest apply to If you Westpac Participating of your proceeds as the transfer is required no payment 8. Capital Notes in Westpac reinvested will be automatically 4 Capital Notes

time) on 9 September 2021. time) the Closing Date. by BPAY® be made by must Payments Application Eligible Securityholders, being registered holders of Ordinary Shares, Westpac Westpac Shares, holders of Ordinary Eligible Securityholders, being registered 6 and/or Capital Notes 5, Westpac Capital Notes 2, Westpac Capital Notes time Sydney 7.00pm at on the Register shown 7 who are Capital Notes Westpac in Australia. an address as having on 10 August 2021 to which is expected Period during the Offer will only be accepted Applications open on 25 August 2021. (Sydney be 6.00pm to is expected the Securityholder Offer for Closing Date The ($5,000), and thereafter in multiples of 10 Westpac Capital Notes 8 ($1,000) (over (over 8 ($1,000) Capital Notes multiples of 10 Westpac in and thereafter ($5,000), reinvestment). for Application your and above 4, the Westpac Capital Notes Westpac some of your reinvest apply to If you in Section 3.3. will be dealt with as explained 4 not reinvested Capital Notes There is no minimum number of Westpac Capital Notes 4 that you must hold to to hold must you 4 that Capital Notes of Westpac is no minimum number There Offer. in the Reinvestment participate be able to 4 Capital Notes Westpac all or some of your reinvest apply to may You in the participate wish to if you that, 8, except Capital Notes in Westpac and: Offer Reinvestment – – also apply may 4, you Capital Notes Westpac all of your reinvest apply to If you Westpac additional for application 8. Your Capital Notes Westpac additional for 8 Capital Notes a minimum of 50 additional Westpac be for 8 must Capital Notes • • • • • • • • • • • • • westpac.com.au/westpaccapnotes8 Applying for Westpac Capital Notes 8 Notes Capital Westpac for Applying Securityholder Offer When to apply to When Payments must be made by BPAY®. Cash or cheque payments will not be accepted. Cash or cheque payments BPAY®. be made by must Payments apply may Who Eligible Securityholders may apply for Notes by following the Securityholder Application instructions via the instructions the Securityholder Application following by Notes apply for Eligible Securityholders may at website Offer or distributed. being printed are Prospectuses No physical website. via the Offer will only be available Minimum Application Minimum Application amount How to apply online apply to How (continued) If you apply to participate in the Reinvestment Offer, you are taken to agree to a holding lock being placed on a holding lock being placed to agree to taken are you Offer, in the Reinvestment participate apply to If you If on the Offer. of the Reinvestment pending completion reinvestment, for 4 elected Capital Notes those Westpac Application Reinvestment your reinvest, to elected 4 than you Capital Notes Westpac hold less you Closing Date name on the Closing Date. in your 4 registered Capital Notes the number of Westpac will be for 8.2.2 SECTION 8 SECTION 92 WESTPAC CAPITAL NOTES 8

SECTION 8 Applying for Westpac Capital Notes 8

How to apply online • Apply for Notes online after the Offer opens by completing two steps: 1. Obtain your BPAY® payment details online: Go to westpac.com.au/westpaccapnotes8 and click on Securityholder Application. Follow the instructions to obtain the Biller Code and your BPAY® reference number. You will need your SRN, HIN or Unique Application Number (UAN), and the postcode of your relevant holding. 2. Make your Application Payment via BPAY®: Application Payments must be made by BPAY® (online or telephone) with the Biller Code and your BPAY® reference number. Your Application Payment amount must 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 made by the Closing Date, which is expected to be 6.00pm (Sydney time) on 9 September 2021. • BPAY®: Check your daily transaction limit with your financial institution and ask about their BPAY® closing times to ensure your Application Payment is made 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. • 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 4 Holders and are applying under the Reinvestment Offer.

When to apply • A completed Application Form and Application Payment 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 6.00pm (Sydney time) on 9 September 2021. • 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 4 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). 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 93 CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC Holding Statements Allotment quotation ASX ASX quotation, trading and and trading quotation, ASX It is expected that the Notes will trade on ASX under on ASX will trade the Notes that It is expected WBCPK. the code In this instance no Applicants will receive an Allocation. no Applicants will receive In this instance 8.3.2 and Allot approximately issue to intends Westpac raise of $100 each, to Price an Issue at 10 million Notes more raise billion with the ability to $1.0 approximately or less. until it has been Notes any will not Allot 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 Allot the Notes to intends Westpac being granted, and the Joint Lead Westpac on 15 September 2021. close the discretion, in their absolute Managers may, without notice. Period the Offer early or extend Offer time any at the Offer also withdraw may Westpac issued. are Notes before 8.4 8.4.1 on ASX. be quoted to the Notes will apply for Westpac does not grant If ASX is not guaranteed. Quotation then the Notes be quoted, to the Notes for permission will be Payments and Application will not be issued Applicants as soon as to (without interest) refunded possible. Westpac reserves the right not to accept Applications Applications accept the right not to reserves Westpac the Joint and and Westpac Applicant any from any Allocate the right to Managers reserve Lead 4 Holder or Eligible Capital Notes Eligible Westpac Capital of Westpac number Securityholder a lesser than the including less for, 8 than applied Notes 8 Capital Notes of 50 Westpac minimum Application Managers also and the Joint Lead Westpac ($5,000). and to scale back Applications the right to reserve as part of the of $250,000 in excess Applications treat Offer. Institutional 4 Holder Capital Notes Westpac an Eligible are If you 8, Notes Capital Westpac additional for apply and you 8 Capital Notes additional Westpac for Application your the demand for is excess be scaled back if there may Offer. Managers (and their Joint Lead for Allocations The and Institutional Co-Managers brokers), retail affiliated under the Bookbuild – will be determined Investors nominate has the right to Westpac see Section 7.6. or will be Allocated, were whom Notes the persons to Syndicate to of firm Allocations including in respect under the Bookbuild. Investors and Institutional Brokers a Syndicate Firm Applicants by Broker to Allocations Broker. Syndicate of that the discretion at are Broker Notes. any issue the right not to also reserves Westpac Applying for Westpac Capital Notes 8 Notes Capital Westpac for Applying ongoing fees and costs fees ongoing Allocation and scaleback Allocation Refunds and interest Refunds Brokerage, stamp duty and other duty stamp Brokerage, Allocation and Allotment Allocation Offer. This priority will not extend to Applications for for Applications to priority will not extend This Offer. Eligible Westpac 8 by Capital Notes additional Westpac 4 Holders. Capital Notes Westpac will give priority to Applications received received Applications priority to will give Westpac including Applications Offer, under the Reinvestment 4 Holders received Capital Notes Eligible Westpac from Firm under the Broker Brokers Syndicate through Notes 8 commence trading, which is expected to be to which is expected trading, 8 commence Notes 16 September 2021. but under the Offer, Allocation is no guaranteed There the close of the Offer. Westpac may consult with the consult may Westpac the close of the Offer. such Allocation. Managers in determining Joint Lead will be announced scaleback and any Allocations Capital the Westpac the day on or before on ASX Allocations for any Westpac Capital Notes 8 applied for for 8 applied Capital Notes Westpac any for Allocations additional including any Offer, under the Reinvestment under the Allocation 8, and any Capital Notes Westpac at Westpac by will be determined Securityholder Offer 8.3 8.3.1 reinvest all or some of your Westpac Capital Notes 4 Capital Notes Westpac all or some of your reinvest does not and the Offer Offer under the Reinvestment proceed. interest) as soon as practicable. interest) further information Section 3.6.4 for to Please refer apply to to elected have happens if you about what If the Offer does not proceed for any reason, Applicants reason, any for does not proceed If the Offer Capital additional Westpac (including Applicants for their will have Offer) 8 under the Reinvestment Notes (without them to refunded Payments Application scaled back, you will have the applicable part of your of your the applicable part will have scaled back, you (without interest) you to refunded Payment Application Date. the Issue after as soon as possible If you are an Eligible Westpac Capital Notes 4 Holder Capital Notes an Eligible Westpac are If you Capital additional Westpac applied for have and you and your Offer 8 under the Reinvestment Notes 8 is Notes Capital additional Westpac for Application Payment (as applicable) will be returned to you you to will be returned (as applicable) Payment the Issue after as soon as possible (without interest) Date. If you are not Allocated any Notes or you are Allocated Allocated are or you Notes any not Allocated are If you as for applied you that than the number Notes fewer Application of a scaleback, all or some of your a result before the Notes are issued will be held by Westpac in Westpac will be held by issued are the Notes before solely established bearing bank account a non-interest Payments of depositing Application the purpose for received. 8.2.5 the Registrar by received Payments All Application You will not be required to pay any ongoing fees or ongoing fees any pay to will not be required You costs The of the Notes. the issue following other costs listing maintaining an ASX and Offer of carrying out the Westpac. will be paid by the Notes for your Application. You may have to pay brokerage on brokerage pay to have may You Application. your have Notes after on ASX Notes sale of your later any ASX. on been quoted 8.2.4 on Westpac to duty is payable or stamp No brokerage SECTION 8 SECTION 94 WESTPAC CAPITAL NOTES 8

SECTION 8 Applying for Westpac Capital Notes 8

8.4.2 Trading If the payment of any money to your account does not complete for any reason, Westpac will send a notice It is expected that the Notes will begin trading on ASX to the postal address or email address most recently on a normal settlement basis on 16 September 2021. notified by you advising of the uncompleted payment. You are responsible for confirming your Allocation In that case, the amount of the uncompleted payment before trading Notes to avoid the risk of selling Notes will be held as a deposit in a non-interest bearing you do not own. If you sell your Notes before you account until one of the following occurs: receive confirmation of your Allocation, you do so at your own risk. • you nominate a suitable Australian dollar account maintained in Australia with a financial institution to If you are a Broker Firm Applicant (including an which the payment may be credited; or Eligible Westpac Capital Notes 4 Holder reinvesting in • Westpac is entitled or obliged to deal with the Westpac Capital Notes 8 through a Syndicate Broker), amount in accordance with the law relating to you should contact your Syndicate Broker to find unclaimed moneys. out your Allocation prior to receiving your Holding Statement. If you have applied under the Reinvestment No interest is payable in respect of any delay in Offer or the Securityholder Offer, you should call the payment. Westpac Capital Notes 8 Information Line (Monday to Friday, 8.30am to 7.30pm, Sydney time) on 1300 8.5.2 Provision of Tax File Number or 660 106 (in Australia) and +61 1300 660 106 (outside Australian Business Number Australia). The Registrar will invite Holders to quote or update 8.4.3 Holding Statements their TFN, ABN or both. A Holder may, but is not required to, quote their TFN or ABN. If a Holder does Westpac expects Holding Statements will be not quote a TFN (or in certain circumstances an ABN) dispatched to successful Applicants on or by or proof of exemption, Westpac will be required to 17 September 2021. Westpac will apply for the Notes withhold Australian taxation at the maximum marginal to participate in CHESS. Westpac does not intend to tax rate plus the Medicare levy (currently 47% of the quote the Notes on any securities exchange apart from unfranked amount) from any Distribution payable ASX. No certificates will be issued for the Notes. on Notes which is not fully franked and remit the amount withheld to the ATO. You should also read the 8.5 Holding information information about Australian tax consequences for Holders in Section 6. Applicants issued with Notes under the Offer will be sent a new investor pack shortly after the Issue Date. In If your Notes are issued under an existing holding addition to a Holding Statement, this pack will contain number with Westpac, your current elections, including important information relating to your holding of TFN or ABN details, will apply to the Notes unless you Westpac Capital Notes 8. advise the Registrar otherwise. 8.5.1 Provision of bank account details 8.6 Enquiries for Distributions and other If you have any questions on how to apply for Notes, payments you should contact the Westpac Capital Notes 8 Westpac will direct credit payment of Distributions, Information Line (Monday to Friday, 8.30am to repayment of Face Value and other amounts relating 7.30pm, Sydney time) on 1300 660 106 (in Australia) to the Notes into an Australian dollar account of a and +61 1300 660 106 (outside Australia). financial institution nominated by you. Westpac will not If you are unclear in relation to any matter or are pay Distributions on the Notes or other payments by uncertain if the Notes are a suitable investment for cheque. you, you should consult your financial adviser or other As part of the new investor pack for the Notes, you will professional adviser. have the opportunity to provide or update your bank If you are a Broker Firm Applicant and you are in any account details. Please provide these account details to doubt about what action you should take, you should the Registrar as soon as possible. contact your Syndicate Broker. If your Notes are issued under an existing holding number with Westpac, your current elections, including bank account details, will apply to the Notes unless you advise the Registrar otherwise. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 95

CAPITAL NOTES 8 NOTES CAPITAL

WESTPAC WESTPAC

APPENDIX A APPENDIX Glossary CAUTION – Westpac Capital Notes 8 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, 8 are Capital Notes – Westpac CAUTION in result could Notes with the and the risks associated understand them difficult to make may complexity Their some investors. for 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 96 WESTPAC CAPITAL NOTES 8

APPENDIX A Glossary

Defined terms in this glossary and in clause 16.2 of the Westpac Capital Notes 8 Terms are used throughout this Prospectus and any Application Forms.

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 8 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 4 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 meaning

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

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 8; 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 8 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 through a completed Application Form in accordance with this Prospectus and the Application Form

Application Form means each of the following application forms attached to, or accompanying this Prospectus: • an electronic form upon which an Application for Westpac Capital Notes 8 may be made and includes an online Reinvestment Application and online Securityholder Application; and • an application form which Syndicate Brokers may require Broker Firm Applicants under the Broker Firm Offer to complete

Application Payment the monies payable on Application, calculated as the number of Notes applied for multiplied by the Initial Face Value WESTPAC CAPITAL NOTES 8 97 1 APPENDIX A Glossary

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 2 requirements under paragraphs (c) to (h) of the definition of “Acquisition Event” in clause 16.2 of the Westpac Capital Notes 8 Terms

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

APRA Australian Prudential Regulation Authority 3

ASIC Australian Securities and Investments Commission

ASX ASX Limited (ABN 98 008 624 691) or the financial market operated by ASX Limited, as the context requires 4 ASX Listing Rules the listing rules of ASX with any modification or waivers which ASX may grant to Westpac

ASX Operating Rules the market operating rules of ASX as amended, varied or waived by ASX from time to time 5 ATO Australian Taxation Office

Banking Act Banking Act 1959 (Cth)

BBSW Rate has the meaning given in clause 3.1 of the Westpac Capital Notes 8 Terms

BBSW Rate Disruption occurs when in Westpac’s opinion, the 3 month BBSW Rate: 6 Event • has been discontinued or otherwise ceased to be calculated or administered; or • is no longer generally accepted in the Australian market as a reference rate appropriate to floating rate debt securities of a tenor and interest period comparable to that of Westpac Capital Notes 8

BCBS Basel Committee on Banking Supervision 7

Bookbuild the process conducted by the Joint Lead Managers as agents for Westpac to determine the Margin and firm Allocations of the Notes to certain Syndicate Brokers and Institutional Investors

Broker Firm Applicant an Australian resident client of a Syndicate Broker who applies for a broker firm 8 Allocation from a Syndicate Broker under the Broker Firm Offer

Broker Firm Offer the invitation made to Australian resident clients of the Syndicate Brokers to apply for a broker firm Allocation from the relevant Syndicate Broker under this Prospectus APPENDIX A Business Day a day which is: • a business day as defined in the ASX Listing Rules; and • for all purposes other than any calculation in respect of a Conversion, a date on which banks are open for general business in Sydney

a transaction involving the acquisition by Westpac of its Ordinary Shares pursuant Buy Back APPENDIX B to the provisions of Part 2J of the Corporations Act

Capital Conservation has the meaning prescribed by APRA in the Prudential Standards Buffer

Capital Reduction a reduction in capital by Westpac of its Ordinary Shares in any way permitted by the provisions of Part 2J of the Corporations Act

Capital Securities Ordinary Shares or any equity, hybrid or subordinated debt capital security (whether comprised of one or more instruments) issued by Westpac excluding the Notes 98 WESTPAC CAPITAL NOTES 8

APPENDIX A Glossary

Capital Trigger Event occurs when: • Westpac determines; or • APRA notifies Westpac in writing that it believes, that either or both the Westpac Level 1 Common Equity Tier 1 Capital Ratio or Westpac Level 2 Common Equity Tier 1 Capital Ratio (each as defined in the Westpac Capital Notes 8 Terms) is equal to or less than 5.125%

Capital Trigger Event has the meaning set out in clause 5.2(d)(iii) of the Westpac Capital Notes 8 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

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 6.00pm Sydney time on 9 September 20211

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

Co-Manager Amount the Allocation to any Co-Managers (who are not affiliated with a Joint Lead Manager) 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

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. WESTPAC CAPITAL NOTES 8 99 1 APPENDIX A Glossary

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 2 into Ordinary Shares under the Westpac Capital Notes 8 Terms Convert and Converted have the corresponding meaning

Conversion Date the applicable: • Scheduled Conversion Date; • Capital Trigger Event Conversion Date; 3 • Non-Viability Trigger Event Conversion Date; • Acquisition Event Conversion Date; or • Optional Conversion Date

Conversion Number has the meaning given in clause 9.1 of the Westpac Capital Notes 8 Terms 4

Corporations Act Corporations Act 2001 (Cth)

Countercyclical Capital has the meaning prescribed by APRA in the Prudential Standards Buffer

Distribution interest on the Face Value of each Note as set out in clause 3.1 of the Westpac 5 Capital Notes 8 Terms

Distribution Payment the conditions set out in clause 3.3 of the Westpac Capital Notes 8 Terms, being: Conditions • Westpac’s absolute discretion; • the payment of the Distribution not resulting in a breach of Westpac’s 6 capital requirements (on a Level 1 basis) or of the Westpac Group’s capital requirements (on a Level 2 basis) under the Prudential Standards as they are applied to the Westpac Group at the time of the payment; • the payment of the Distribution not resulting in Westpac becoming, or being likely to become, insolvent for the purposes of the Corporations Act; and • APRA not otherwise objecting to the payment of the Distribution 7 Distribution Payment has the meaning given in clause 3.5 of the Westpac Capital Notes 8 Terms Date

Distribution Period the period from (but excluding) the Issue Date until (and including) the first Distribution Payment Date or thereafter from (but excluding) each Distribution Payment Date until (and including) the next Distribution Payment Date 8

Distribution Rate has the meaning given in clause 3.1 of the Westpac Capital Notes 8 Terms

Dividend any interim, final or special dividends payable in accordance with the Corporations Act and Westpac’s Constitution in relation to Ordinary Shares

D-SIB Domestic Systemically Important Bank APPENDIX A

Eligible Securityholder a registered holder of Ordinary Shares, Westpac Capital Notes 2, Westpac Capital Notes 5, Westpac Capital Notes 6 and/or Westpac Capital Notes 7 who are shown on the Register at 7.00pm Sydney time on 10 August 2021 as having an address in Australia APPENDIX B Eligible Westpac a registered holder of Westpac Capital Notes 4 who are shown on the Register at Capital Notes 4 Holder 7.00pm Sydney time on 10 August 2021 as having an address in Australia

Equal Ranking Capital has the meaning given in clause 16.2 of the Westpac Capital Notes 8 Terms Securities

Face Value as applicable, either: • the Initial Face Value; or • the Initial Face Value reduced by the amount of Face Value per Note which has previously been Converted in accordance with clauses 5.2 or 5.4 of the Westpac Capital Notes 8 Terms or the rights in respect of which have been terminated in accordance with clause 5.8 of the Westpac Capital Notes 8 Terms 100 WESTPAC CAPITAL NOTES 8

APPENDIX A Glossary

FATCA sections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended (or any consolidation amendment, re-enactment or replacement of those provisions and including any regulations or official interpretations issued, agreements entered into or non-US laws enacted with respect to those provisions)

Final Westpac Capital the intended final distribution to be paid to a Westpac Capital Notes 4 holder Notes 4 Distribution in respect of their Westpac Capital Notes 4 for the period from (but excluding) 30 September 2021 to (and including) 20 December 2021, provided such Westpac Capital Notes 4 Holder is a registered holder of Westpac Capital Notes 4 at 7.00pm Sydney time on the record date for this distribution (and provided the distribution payment conditions in the Westpac Capital Notes 4 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 4 holder in Capital Notes 4 respect of their Westpac Capital Notes 4 for the period from (but excluding) 30 Distribution June 2021 to (and including) 15 September 2021, provided such Westpac Capital Notes 4 holder is a registered holder of Westpac Capital Notes 4 at 7.00pm (Sydney time) on 7 September 2021 (and provided the distribution payment conditions in the Westpac Capital Notes 4 Terms are satisfied)

First Scheduled the VWAP on the 25th Business Day on which trading in Ordinary Shares took Conversion Condition place 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 8 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 WESTPAC CAPITAL NOTES 8 101 1 APPENDIX A Glossary

Institutional Offer the invitation by Westpac Institutional Bank to Institutional Investors to bid for Notes in the Bookbuild 2

Issue Date the date on which the Notes are issued, expected to be 15 September 2021

Issue Date VWAP the VWAP during the period of 20 Business Days on which trading in Ordinary Shares took place immediately preceding but not including the Issue Date, as adjusted in accordance with clauses 9.4 to 9.7 of the Westpac Capital Notes 8 Terms 3

JLM Broker Firm for each Joint Lead Manager, the Initial Face Value multiplied by the Allocation to Amount that Joint Lead Manager (and its affiliated retail brokers)

Joint Lead Managers Westpac Institutional Bank, ANZ Securities Limited, Citigroup Global Markets

Australia Pty Limited, Commonwealth Bank of Australia, Morgans Financial 4 Limited, National Australia Bank Limited, Ord Minnett Limited and Shaw and Partners Limited

Level 1, Level 2 and has the meaning prescribed by APRA in the Prudential Standards Level 3

LIBOR London Interbank Offered Rate 5

Liquidation Sum an amount of surplus assets equal to $100 per Note (as adjusted for any Conversion under clauses 5.2 or 5.4 of the Westpac Capital Notes 8 Terms or any termination of rights under clause 5.8 of the Westpac Capital Notes 8 Terms)

Margin the margin for the Notes, which is expected to be in the range of 2.90% to 3.10% 6 per annum and will be determined at the end of the Bookbuild

Maximum Conversion has the meaning given in clause 9.1 of the Westpac Capital Notes 8 Terms, Number calculated according to the following formula: Face Value

Relevant Percentage x Issue Date VWAP 7 Where: Relevant Percentage means if Conversion is occurring on a Scheduled Conversion Date or an Optional Conversion Date on 21 September 2029, 21 December 2029, 21 March 2030 or 21 June 2030, 50%; and if Conversion is occurring at any other time, 20% 8 Nominated Party one or more third parties selected by Westpac in its absolute discretion (which cannot include a member of the Westpac Group or a related entity (as described in the Prudential Standards) of Westpac)

Non-Participating Westpac Capital Notes 4 which are not reinvested in Notes under the Westpac Capital Reinvestment Offer, whether because:

Notes 4 APPENDIX A • an Eligible Westpac Capital Notes 4 Holder chose not to participate in the Reinvestment Offer; • an Eligible Westpac Capital Notes 4 Holder elected to participate in the Reinvestment Offer but in respect of only some Westpac Capital Notes 4; • a holder of Westpac Capital Notes 4 on the Reinvestment Offer Record Date does not meet the eligibility criteria to qualify as an Eligible Westpac Capital

Notes 4 Holder and therefore cannot elect to participate in the Reinvestment APPENDIX B Offer; or • an Eligible Westpac Capital Notes 4 Holder who has elected to participate in the Reinvestment Offer but either (a) did not receive an Allocation or (b) had their Allocation scaled back

Non-Participating a holder of Non-Participating Westpac Capital Notes 4 Westpac Capital Notes 4 Holder 102 WESTPAC CAPITAL NOTES 8

APPENDIX A Glossary

Non-Viability Trigger occurs when APRA notifies Westpac in writing that it believes: Event • Conversion of the Notes, or conversion, write-off or write down of other capital instruments of the Westpac Group, is necessary because, without it, Westpac would become non-viable; or • a public sector injection of capital, or equivalent support, is necessary because, without it, Westpac would become non-viable

Non-Viability Trigger has the meaning set out in clause 5.4(c)(iii) of the Westpac Capital Notes 8 Terms Event Conversion Date

Notes Deed Poll the Notes Deed Poll in relation to the Notes to be dated on or around the date of the Bookbuild

Offer the offer of the Notes under this Prospectus at an Initial Face Value and Issue Price of $100 each to raise approximately $1.0 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 Management Lead Managers as summarised in Section 7.6 Agreement

Opening Date the day the Offer opens, which is expected to be 25 August 2021

Optional Conversion a Conversion at Westpac’s option in accordance with clause 6 of the Westpac Capital Notes 8 Terms

Optional Conversion in respect of each Note: Date • 21 September 2029, 21 December 2029, 21 March 2030 or 21 June 2030; 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 8 Terms

Optional Conversion a notice issued in accordance with clause 6 of the Westpac Capital Notes 8 Terms Notice

Optional Conversion has the meaning given in clause 6.3 of the Westpac Capital Notes 8 Terms Restriction

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

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

Participating Westpac Westpac Capital Notes 4 which are reinvested in Westpac Capital Notes 8 under Capital Notes 4 the Reinvestment Offer

Participating Westpac an Eligible Westpac Capital Notes 4 Holder who elects to participate in the Capital Notes 4 Holder Reinvestment Offer and receives an Allocation of Westpac Capital Notes 8

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 the 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. WESTPAC CAPITAL NOTES 8 103 1 APPENDIX A Glossary

Record Date in the case of:

• the payment of Distributions, the date which is eight calendar days before the 2 relevant Distribution Payment Date or, if that date does not fall on a Business Day, the immediately preceding Business Day (or such other date as may be prescribed under the ASX Listing Rules or, if not prescribed by the ASX Listing Rules, a date determined by Westpac and notified to ASX); and • the payment of the Face Value of the Note upon a Redemption or Transfer, a date determined by Westpac and notified to ASX (or such other date as may be 3 prescribed by ASX)

Redemption the redemption of all or some of the Notes for their Face Value under the Westpac Capital Notes 8 Terms Redeem and Redeemed have the corresponding meaning 4 Redemption Date in respect of each Note: • 21 September 2029, 21 December 2029, 21 March 2030 or 21 June 2030; or • the date specified by Westpac as the Redemption Date in accordance with clause 7.2(b)(i)(B) of the Westpac Capital Notes 8 Terms

Register the official register of Ordinary Shares, Westpac Capital Notes 8 (if issued), 5 Westpac NZD Subordinated Notes, Westpac Capital Notes 7, Westpac Capital Notes 6, Westpac Capital Notes 5, Westpac Capital Notes 4 or Westpac Capital Notes 2 maintained by Westpac, and includes any sub-register established and maintained under CHESS

Registrar Link Market Services Limited (ABN 54 083 214 537) or any other registrar that Westpac appoints to maintain a register of its securities 6

Regulatory Event • broadly, will occur if Westpac receives legal advice that, as a result of a change of law or regulation after the Issue Date: – more than de minimis additional requirements would be imposed on the Westpac Group or there would be a more than de minimis negative impact

on the Westpac Group in relation to (or in connection with) Notes which 7 Westpac determines to be unacceptable; or – Westpac determines or APRA confirms that 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 8

Reinvestment the online application by an Eligible Westpac Capital Notes 4 Holder to participate Application in the Reinvestment Offer (and if applicable, to apply for any additional Westpac Capital Notes 8) may be made

Reinvestment Offer the priority offer to Eligible Westpac Capital Notes 4 Holders to apply to reinvest all or some of their Westpac Capital Notes 4 in Westpac Capital Notes 8 which APPENDIX A will be via the transfer of Participating Westpac Capital Notes 4 to the Westpac Capital Notes 4 Nominated Party for $100 per Participating Westpac Capital Note 4 and the automatic reinvestment of the transfer proceeds in Westpac Capital Notes 8 ($100 per Westpac Capital Note 8) as described in Section 3 of this Prospectus, and the invitation to Eligible Westpac Capital Notes 4 Holders to apply for additional Westpac Capital Notes 8 APPENDIX B

Reinvestment Offer 10 August 2021 (7.00pm Sydney time) Record Date

Relevant Securities a security forming part of the Tier 1 Capital of Westpac on a Level 1 basis or Level 2 basis

RWA risk weighted assets 104 WESTPAC CAPITAL NOTES 8

APPENDIX A Glossary

Sale Agent the nominee (who cannot be a member of the Westpac Group or a related entity (as described in the Prudential Standards) of Westpac) appointed by Westpac under the facility established for the sale of Ordinary Shares issued by Westpac on Conversion on behalf of Holders who do not wish to receive Ordinary Shares on Conversion or who are Ineligible Holders

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 • 21 June 2032; and • the first Distribution Payment Date after 21 June 2032, on which the Scheduled Conversion Conditions are satisfied

Second Pro-Rata the expected distribution to be paid to a Westpac Capital Notes 4 holder in Westpac Capital respect of their Westpac Capital Notes 4 for the period from (but excluding) Notes 4 Distribution 15 September 2021 to (and including) 30 September 2021, provided such Westpac Capital Notes 4 holder is a registered holder of Westpac Capital Notes 4 at 7.00pm Sydney time on 22 September 2021 (and provided the distribution payment conditions in the Westpac Capital Notes 4 Terms are satisfied)

Second Scheduled the VWAP during the period of 20 Business Days on which trading in Ordinary Conversion Condition Shares 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 8 Terms

Securityholder an online Application by an Eligible Securityholder made by following the Application instructions via the Offer website at westpac.com.au/westpaccapnotes8

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: – an Equal Ranking Capital Security; or – 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 WESTPAC CAPITAL NOTES 8 105 1 APPENDIX A Glossary

Tax Event occurs when Westpac determines, after receiving a supporting opinion of reputable legal counsel or other tax adviser in Australia, experienced in such 2 matters, that (as a result of a Change of Law) there is a more than insubstantial risk that: • Westpac would be exposed to a more than de minimis adverse tax consequence or increased cost in relation to the Notes; or • any Distribution would not be a frankable distribution within the meaning of Division 202 of the Tax Act 3 A Tax Event will not arise where, at the Issue Date, Westpac expected the event would occur

Tax Rate the Australian corporate tax rate applicable to the franking account of Westpac at the relevant Distribution Payment Date. At the date of this Prospectus, the relevant Tax Rate is 30% or, expressed as a decimal, 0.30 (but that rate may change) 4

TFN Tax File Number

Third Party Broker any third party brokers appointed to the Offer by Westpac Institutional Bank to participate in the Bookbuild

Tier 1 Capital, Tier 1 have the meaning prescribed by APRA in the Prudential Standards 5 Capital Ratio, Tier 2 Capital, Tier 2 Capital Ratio, Total Capital and Total Capital Ratio

Tier 1 Capital Dividends, Additional Tier 1 Capital distributions (which will include Distribution 6 Distributions payments on the Notes) and discretionary staff bonuses

Total CET1 Requirement sum of the ratios of the minimum CET1 prudential capital requirement and the capital buffer (consisting of the Capital Conservation Buffer plus any Countercyclical Capital Buffer)

Transfer the transfer of Notes by Holders to a Nominated Party in accordance with clause 8 7 of the Westpac Capital Notes 8 Terms Transferred has a corresponding meaning

Transfer Date in respect of each Note: • 21 September 2029, 21 December 2029, 21 March 2030 or 21 June 2030; or 8 • the date specified by Westpac as the Transfer Date in accordance with clause 8.2(b)(i)(B) of the Westpac Capital Notes 8 Terms

Transfer Notice a notice issued in accordance with clause 8 of the Westpac Capital Notes 8 Terms under which Westpac elects that a Transfer occur in relation to some or all of the Notes APPENDIX A

UAN unique application number

US Person has the meaning given in Regulation S of the US Securities Act

US Securities Act United States Securities Act of 1933, as amended APPENDIX B VWAP subject to any adjustments under clauses 9.2 and 9.3 of the Westpac Capital Notes 8 Terms, the average of the daily volume weighted average sales prices (such average and each such daily average sales price being expressed in Australian dollars and cents and rounded to the nearest full cent, with A$0.005 being rounded upwards) of Ordinary Shares sold on ASX and Chi-X during the relevant period or on the relevant days but does not include any “crossing” transacted outside the “Open Session State” or any “special crossing” transacted at any time, each as defined in the ASX Operating Rules or any overseas trades or trades pursuant to the exercise of options over Ordinary Shares 106 WESTPAC CAPITAL NOTES 8

APPENDIX A Glossary

VWAP Period the period over which the VWAP is calculated, as set out in clause 16.2 of the Westpac Capital Notes 8 Terms

Westpac Westpac Banking Corporation (ABN 33 007 457 141, AFSL No. 233714)

Westpac’s Constitution the constitution of Westpac

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

Westpac Capital the nominated party identified in the transfer notice given under clause 8.1(a)(iii) Notes 4 Nominated of the Westpac Capital Notes 4 Terms in respect of Participating Westpac Capital Party Notes 4

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

Westpac Capital the full terms of issue of Westpac Capital Notes 4 set out in Appendix B of Notes 4 Terms the Westpac Capital Notes 4 prospectus dated 26 May 2016, as amended on 17 August 2021

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

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

Westpac Capital the 17,229,363 Westpac Capital Notes 7 issued by Westpac under a prospectus Notes 7 dated 13 November 2020

Westpac Capital are fully paid, non-cumulative, convertible, transferable, redeemable, subordinated, Notes 8 or Notes perpetual, unsecured notes of Westpac, to be issued under the Offer in accordance with the Westpac Capital Notes 8 Terms

Westpac Capital the Westpac Capital Notes 8 terms of issue set out in Appendix B Notes 8 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, Subordinated Notes acting through its head office, Sydney, under a New Zealand product disclosure statement dated 26 July 20163

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

Note: 3. On 9 July 2021, Westpac announced it will redeem all Westpac NZD Subordinated Notes on their first optional redemption date, being 1 September 2021. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 107 CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC

APPENDIX B APPENDIX

Notes 8 Terms Notes Westpac Capital Westpac CAUTION – Westpac Capital Notes 8 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, 8 are Capital Notes – Westpac CAUTION in result could Notes with the and the risks associated understand them difficult to make may complexity Their some investors. for 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 108 WESTPAC CAPITAL NOTES 8

APPENDIX B Westpac Capital Notes 8 Terms

1 Form and Initial Face Value where: Distribution Rate (expressed as a percentage per of Westpac Capital Notes 8 annum) is calculated using the following formula: 1.1 Form Distribution Rate = (BBSW Rate+ Margin) x (1 – Tax Rate) Westpac Capital Notes 8: where: (a) are non-cumulative, convertible, transferable, BBSW Rate (expressed as a percentage per annum) for redeemable, subordinated, perpetual, unsecured each Distribution Period, means: notes 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 designated as “BBSW” in respect of prime bank eligible securities having a tenor (c) are constituted under and issued on the terms set of 3 months which ASX (or its successor as out in the Deed Poll and these Terms; and administrator of that rate) publishes through (d) take the form of entries in the Westpac Capital information vendors at approximately 10.30am Notes 8 Register. (Sydney time) (or such other time at which such rate is accustomed to be so published), in the 1.2 Initial Face Value case of the first Distribution Period, on the Issue Date, and in the case of any other Distribution Each Westpac Capital Note 8 is issued fully paid at an Period, on the first Business Day of that issue price of $100. Distribution Period; or (ii) if Westpac determines that such rate as is 2 Ranking on Winding Up described in paragraph (a)(i) above is not published by 12.00pm (Sydney time) on that (a) Holders do not have any right to prove in a Winding day (or such other time at which such rate is Up in respect of Westpac Capital Notes 8, except as accustomed to be so published), or is published permitted under clause 2(b). but Westpac determines that there is an obvious (b) Westpac Capital Notes 8 will rank for payment of error in that rate, such other rate that Westpac the Liquidation Sum in a Winding Up: determines in good faith, having regard to (i) senior to Ordinary Shares; comparable indices then available. (ii) equally among themselves and with all other (b) if Westpac determines that a BBSW Rate Disruption Equal Ranking Capital Securities; and Event has occurred, then, subject to APRA’s prior (iii) junior to, and are conditional on the prior written approval, Westpac: payment in full of, the claims of all Senior (i) shall use as the BBSW Rate such Alternative Creditors (including in respect of any BBSW Rate as it may determine; entitlement to interest under section 563B of (ii) shall make such adjustments to the Terms as the Corporations Act). it determines to be reasonably necessary to (c) Holders may not exercise voting rights as a creditor calculate Distributions in accordance with such in respect of Westpac Capital Notes 8 in a Winding Alternative BBSW Rate; and Up to defeat the subordination in this clause. (iii) in making the above determination in this (d) Westpac Capital Notes 8 are perpetual and these paragraph (b): Terms do not include events of default or any other (A) shall act in good faith and in a commercially provisions entitling the Holders to require that reasonable manner; Westpac Capital Notes 8 be Redeemed. Holders do (B) may consult such sources of market practice not have any right to apply for a Winding Up on the as it considers appropriate; and ground of Westpac’s failure to pay Distributions or for any other reason. (C) may otherwise make such determination in its discretion. (e) For the avoidance of doubt, but subject to clause 5.8, if a Capital Trigger Event or Non-Viability (c) for the purposes of this definition of “BBSW Rate”: Trigger Event has occurred, Holders will rank for (i) Alternative BBSW Rate means a rate other payment in a Winding Up as holders of the number than the rate described in paragraph (a) of the of Ordinary Shares to which they became entitled definition of BBSW Rate, that is, in Westpac’s under clauses 5.2 or 5.4. opinion, generally accepted in the Australian market as the successor to the BBSW Rate, or if 3 Distributions there is no such rate: (A) a reference rate that is, in Westpac’s opinion, 3.1 Distributions appropriate to floating rate debt securities of Subject to these Terms, each Westpac Capital Note a tenor and interest period most comparable 8 entitles the Holder to receive on the relevant to Westpac Capital Notes 8; or Distribution Payment Date interest on the Face Value of (B) such other reference rate as Westpac the Westpac Capital Note 8 (“Distribution”), calculated considers appropriate having regard to using the following formula: available comparable indices, Distribution Rate x Face Value x N provided that Westpac reserves the discretion, Distribution = subject to APRA’s prior written approval, 365 to incorporate an adjustment (which may be positive or negative) or a formula or 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 109 ”). CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC Distribution Payment Date Payment Distribution payment of a Distribution payment non-cumulative and only payable and only payable non-cumulative in cash Restrictions in the case of non- Restrictions Distribution Payment Date Payment Distribution Dates Record Distributions are discretionary, discretionary, are Distributions APRA not otherwise objecting to the payment the payment objecting to APRA not otherwise requirements (on a Level 2 basis) under the then 2 basis) Level a (on requirements time of the the at Standards Prudential current payment; in not resulting of the Distribution the payment become, to or being likely becoming, Westpac of the Corporations the purposes for insolvent and Act; of the Distribution. on a Winding claim (including, without limitation, or Up); Up, a Winding apply for right to determine or pay any Dividends; or any or pay determine in respect 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 other of clause 3.3, or because of any provisions of default. an event does not constitute reason, 21 21 June, March, on 21 in arrear quarterly of each year, and 21 December September until that 2021 on 21 December commencing its at 8 has been Converted Capital Note Westpac to a failure following terminated (or Value full Face in each case in accordance or Redeemed, Convert) and with these Terms; than a Capital Trigger (other Date on the Conversion Trigger or Non-Viability Date Conversion Event or Date Redemption Date), Conversion Event on which such be) (as the case may Date Transfer or Redeemed 8 is Converted, Capital Note Westpac with these in each case in accordance Transferred, Terms, (iii) (iv) as soon as reasonably notify ASX must Westpac will not be Distribution of any if payment practicable clause. made because of this within the absolute are of Distributions Payments If a non-cumulative. and are of Westpac discretion of is not paid because of the provisions Distribution Westpac reason, other clause 3.3 or because of any the to such Distribution pay has no liability to Holder and the Holder has no: (i) (ii)

Distributions are only payable on a Distribution on a Distribution only payable are Distributions as Holders those persons registered to Date Payment Date. Payment Distribution that for Date on the Record 3.7 a Distribution reason any 3.8, if for clause Subject to Distribution has not been paid in full on the relevant not: must Westpac Date, Payment (a) (b) (c) 3.5 8 are Notes Capital of Westpac in respect Distributions payable: (a) (b) a “ (each 3.6 (b) 3.4 (a) occurs when, occurs D (1 – Franking Rate)] (1 – Franking × Westpac Capital Notes 8 Terms Notes Capital Westpac [Tax Rate Rate [Tax 1 – (expressed as a decimal) means the (expressed

that of Westpac Capital Notes 8. Capital Notes of Westpac that has been discontinued or otherwise ceased or otherwise ceased has been discontinued or or administered; be calculated to in the accepted is no longer generally rate as a reference market Australian debt securities rate floating to appropriate to period comparable and interest of a tenor (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 the rate (expressed as a percentage as a percentage (expressed means the rate paragraph (a) of the definition of BBSW Rate: BBSW (a) of the definition of paragraph (A) (B) reasonably practicable in the circumstances, any any the circumstances, in practicable reasonably a Holders as to or benefit prejudice economic Rate; BBSW of the use of an Alternative result and Disruption Event Rate BBSW bank prime for opinion, the rate in Westpac’s months in of 3 a tenor eligible securities having methodology for calculating such an adjustment such an adjustment calculating for methodology the extent to or eliminate, reduce to in order Level 1 basis) or of the Westpac Group’s capital Group’s or of the Westpac 1 basis) Level Westpac’s absolute discretion; absolute Westpac’s in a not resulting of the Distribution the payment a (on capital requirements of Westpac’s breach The payment of any Distribution on a Distribution on a Distribution Distribution of any payment The is subject to: Date Payment (i) (ii) (ii) means, in respect of a Distribution Period, the Period, of a Distribution means, in respect means the Distribution entitlement on that entitlement on that means the Distribution (a) 3.3 credits (within the meaning of Part 3-6 of the Tax Act Act 3-6 of the Tax (within the meaning of Part credits Part), that or replace revise that provisions or any entitlement on Distribution the relevant applicable to Date. Payment Distribution that Westpac at the relevant Distribution Payment Date; and Date; Payment Distribution the relevant at Westpac Rate Franking carry franking would that of Distribution percentage clause 3.1; Rate Tax of account the franking applicable to tax rate corporate where: D under as calculated Date Payment Distribution Distribution = Distribution that revise or replace that Part), otherwise than Part), that or replace revise that any affecting, or circumstances act by, because of any will be calculated Distribution the particular Holder, formula: using the following If payment of any Distribution will not be franked to to will not be franked Distribution of any If payment provisions any (or Act 3-6 of the Tax 100% under Part N Period. Distribution in that number of days 3.2 Tax Rate Tax of account the franking applicable to tax rate corporate and Date; Payment Distribution the relevant at Westpac Standards. Margin Bookbuild; under the per annum) determined Holders should note that APRA’s approval may may approval APRA’s that Holders should note that Rate BBSW Alternative any for not be given the increasing of the effect have to considers APRA applicable Prudential to contrary Rate Distribution APPENDIX B APPENDIX 110 WESTPAC CAPITAL NOTES 8

APPENDIX B Westpac Capital Notes 8 Terms

(b) undertake any discretionary Buy Back or Capital Reduction, 4 Scheduled Conversion unless the amount of the unpaid Distribution is paid 4.1 Scheduled Conversion in full within 20 Business Days of that Distribution Subject to clauses 5, 6, 7 and 8, Westpac must Convert Payment Date or: all (but not some) Westpac Capital Notes 8 on issue on (c) all Westpac Capital Notes 8 have been Converted the date that is the earlier of: at their full Face Value (or terminated following a (a) 21 June 2032; and failure to Convert) or Redeemed; (b) the first Distribution Payment Date after 21 June 2032, (d) on a subsequent Distribution Payment Date, a Distribution for the subsequent Distribution Period on which the Scheduled Conversion Conditions are is paid in full; or satisfied (each a “Scheduled Conversion Date”). (e) a Special Resolution of the Holders has been passed approving such action, 4.2 Scheduled Conversion Conditions (a) The Scheduled Conversion Conditions for each and, in respect of the actions contemplated by Scheduled Conversion Date are: paragraphs (c), (d) and (e), APRA does not otherwise object. (i) the VWAP on the 25th Business Day on which trading in Ordinary Shares took place 3.8 Restrictions not to apply in immediately preceding (but not including) certain circumstances the Scheduled Conversion Date is greater than 56.12% of the Issue Date VWAP (“First The restrictions in clause 3.7 do not apply in connection Scheduled Conversion Condition”); and with: (ii) the VWAP during the period of 20 Business (a) any employment contract, benefit plan or other Days on which trading in Ordinary Shares took similar arrangement with or for the benefit of place immediately preceding (but not including) any one or more employees, officers, directors the Scheduled Conversion Date is greater than or consultants of Westpac or any member of the 50.51% of the Issue Date VWAP (the “Second Westpac Group; or Scheduled Conversion Condition”). (b) Westpac or any of its controlled entities purchasing (b) If the First Scheduled Conversion Condition is shares in Westpac in connection with transactions not satisfied, Westpac will announce to ASX not for the account of customers of Westpac or any less than 21 Business Days before the Scheduled of its controlled entities or in connection with the Conversion Date that Conversion will not proceed distribution or trading of shares in Westpac in the on the Scheduled Conversion Date. ordinary course of business (such distribution or (c) If the Second Scheduled Conversion Condition is trading of shares in the ordinary course of business not satisfied, Westpac will notify Holders on or as is subject to the prior written approval of APRA); or soon as practicable after the Scheduled Conversion (c) to the extent that at the time a Distribution has not Date that Conversion did not occur. been paid on the relevant Distribution Payment Date, Westpac is legally obliged to pay on or after that date a Dividend or complete on or after that 5 Automatic Conversion date a Buy Back or Capital Reduction. 5.1 Capital Trigger Event 3.9 Notification A Capital Trigger Event occurs when: (a) In relation to each Distribution Period, Westpac (a) Westpac determines; or must notify the ASX of the Distribution Rate and the (b) APRA notifies Westpac in writing that it believes, amount of Distribution payable on each Westpac Capital Note 8. that either or both the Westpac Level 1 Common Equity (b) Westpac must give notice under this clause 3.9 as Tier 1 Capital Ratio or Westpac Level 2 Common Equity soon as practicable after it makes its calculations or Tier 1 Capital Ratio is equal to or less than 5.125%. determinations and, in any event, by no later than the fifth Business Day of the relevant Distribution 5.2 Consequences of a Capital Period. Trigger Event (c) Westpac may amend the calculation or (a) Westpac must notify APRA immediately in writing determination of any amount, date, or rate (or make if it determines that a Capital Trigger Event has appropriate alternative arrangements by way of occurred. adjustment) including as a result of the extension (b) If a Capital Trigger Event occurs, Westpac must or reduction of a Distribution Period without prior Convert such number of Westpac Capital Notes 8 notice, but must notify ASX promptly after doing so. (or, if it so determines, such percentage of the Face Value of each Westpac Capital Note 8) as is sufficient 3.10 Calculations and determinations (following any conversion, write-off or write down of final other Relevant Securities as referred to in paragraph The calculation or determination by Westpac of all 5.2(c)(i) below) to return either or both the Westpac rates and amounts payable by it in relation to Westpac Level 1 Common Equity Tier 1 Capital Ratio or Capital Notes 8 is, in the absence of manifest or proven Westpac Level 2 Common Equity Tier 1 Capital Ratio, error, final and binding on Westpac, the Registrar and as the case may be, to above 5.125%. each Holder. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 111 CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC other Relevant Securities remaining on issue on issue Securities remaining other Relevant write- the conversion, effect and the need to immediately), off or write-down first, convert, write-off or write down such down or write write-off convert, first, of value of the face number or percentage Securities whose terms other Relevant any or written-off be converted, them to require of Westpac Conversion before down written 8; and Capital Notes down or write write-off if conversion, second, of those securities is not sufficient, Convert 8) Capital Notes (in the case of Westpac (in down or write write-off and convert, Securities), other Relevant the case of any is basis or in a manner that on a pro-rata and fair in the opinion of Westpac, otherwise, of the Westpac Value the Face reasonable, of any value 8 and the face Capital Notes or require Securities whose terms Relevant or written-off be converted, permit them to such to manner (subject in that down written to determine may as Westpac adjustments on marketable the effect account into take whole to round and the need to parcels and the face Shares numbers of Ordinary 8 or Notes Capital Westpac of any value Trigger Event Trigger Non-Viability Trigger Event Trigger Non-Viability of a Non-Viability Consequences where a Non-Viability Trigger Event occurs under occurs Event Trigger Non-Viability a where all Value their full Face at Convert clause 5.3(b), 8; or Notes Capital of the Westpac in all other circumstances: (A) (B) but such determination will not impede the but such determination number of relevant of the Conversion immediate of the Face 8 or percentage Capital Notes Westpac 8 (as the case Capital Note of each Westpac Value of the the termination if applicable, or, be) may Holder’s rights and claims in accordance relevant with clause 5.8. Westpac Capital Note 8, which must be Converted be Converted 8, which must Capital Note Westpac will: Westpac with this clause, in accordance (i) (ii) Conversion of the Westpac Capital Notes 8, or Notes Capital of the Westpac Conversion of other capital down or write write-off conversion, is necessary Group, of the Westpac instruments non- become would without it, Westpac because, viable; or of capital, or equivalent injection a public sector it, Westpac without because, support, is necessary non-viable. become would Westpac occurs, Event Trigger If a Non-Viability Capital number of Westpac such Convert must of such percentage if it so determines, 8 (or, Notes 8) as Capital Note of each Westpac Value the Face or write write-off conversion, any is equal (following in to Securities as referred other Relevant of down the aggregate to below) 5.4(b)(ii)(A) paragraph to as is necessary of capital instruments value face will no longer be non- Westpac APRA that satisfy viable. Capital the number of Westpac In determining of each Value of the Face 8, or percentage Notes 5.3 when APRA occurs Event Trigger A Non-Viability it believes: in writing that notifies Westpac (a) (b) 5.4 (a) (b) Westpac Capital Notes 8 Terms Notes Capital Westpac Capital Trigger Event Conversion Conversion Event Capital Trigger ”); and whole numbers of Ordinary Shares, and Shares, and whole numbers of Ordinary 8 Capital Notes Westpac the impact on any on issue. remaining which was, Converted and details of any and details of any Converted which was, written- Securities converted, other Relevant with clause in accordance down off or written and 5.2(c); including process, details of the Conversion in account into taken details which were any parcels on marketable the effect to relation the date on which the Capital Trigger Event Event on which the Capital Trigger the date (“ occurred Date Capital number of the Westpac the relevant of the or the percentage 8 which were, Notes 8 Capital Note of each Westpac Value Face (C) the notice must specify: must the notice (A) (B) Westpac Capital Note 8, must be Converted be Converted 8, must Capital Note Westpac of the Capital upon occurrence immediately and with clauses 5.7 accordance in Event Trigger will be irrevocable; 9 and the 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 Capital Notes Westpac number of the relevant of each Value of the Face 8, or percentage Shares and the face value of any Westpac Capital Westpac of any value the face and Shares on Securities remaining 8 or other Relevant Notes write- the conversion, effect need to and the issue immediately), off or write-down the Westpac Capital Notes 8 and the face value value 8 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 and parcels on marketable the effect account into whole numbers of Ordinary to round the need to Notes 8; and Notes of down or write write-off if conversion, second, Securities is not sufficient, Convert those Relevant 8) and Capital Notes (in the case of Westpac (in the case of down or write write-off convert, basis on a pro-rata Securities) other Relevant any the opinion of in is otherwise, or in a manner that of Value the Face and reasonable, fair Westpac, 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, impede Conversion. Failure or delay in undertaking any of the steps in of the steps in undertaking any or delay Failure of or in quotation and 5.2(d)(iii), clauses 5.2(d)(ii) on Conversion, be issued to Shares the Ordinary or otherwise delay invalidate, does not prevent, (iii) (ii) Value of each Westpac Capital Note 8 (as the case Capital Note of each Westpac Value of the the termination if applicable, or, be) may Holder’s rights and claims in accordance relevant with clause 5.8. occurs: Event If a Capital Trigger (i) but such determination will not impede the but such determination number of of the relevant Conversion immediate of the Face 8 or percentage Capital Notes Westpac (ii) Westpac Capital Note 8, which must be Converted Converted be must 8, which Note Capital Westpac will: Westpac with this clause, in accordance (i) In determining the number of Westpac Capital of Westpac the number In determining of each Value Face of the 8, or percentage Notes

(e) (d) (c) APPENDIX B APPENDIX 112 WESTPAC CAPITAL NOTES 8

APPENDIX B Westpac Capital Notes 8 Terms

(c) If a Non-Viability Trigger Event occurs: Notes 8 Register will constitute an entitlement of (i) the relevant number of Westpac Capital that Holder to the relevant number of Ordinary Notes 8, or percentage of the Face Value Shares (and, if applicable, also to any remaining of each Westpac Capital Note 8, must be balance of Westpac Capital Notes 8 or Westpac Converted immediately upon occurrence of the Capital Notes 8 with a Face Value equal to the Non-Viability Trigger Event in accordance with aggregate of the remaining percentage of the clauses 5.7 and 9 and the Conversion will be Face Value of each Westpac Capital Note 8), and irrevocable; Westpac will recognise the Holder as having been issued the relevant Ordinary Shares for all purposes, (ii) Westpac must give notice as soon as practicable in each case without the need for any further act that Conversion has occurred to ASX and the or step by Westpac, the Holder or any other person Holders; and (and Westpac will, as soon as possible thereafter (iii) the notice must specify: and without delay on the part of Westpac, take (A) the date on which the Non-Viability Trigger any appropriate procedural steps to record such Event occurred (“Non-Viability Trigger Event Conversion, including updating the Westpac Capital Conversion Date”); Notes 8 Register and the Ordinary Share register); and (B) the relevant number of the Westpac Capital Notes 8 which were, or the percentage of (c) subject to clause 9.10, upon Conversion a Holder the Face Value of each Westpac Capital Note has no further right or claim under these Terms in 8 which was, Converted, and details of any respect of the Westpac Capital Notes 8 Converted, other Relevant Securities converted, written- except in relation to the relevant number of off or written down in accordance with clause Ordinary Shares and the Holder’s entitlement, if 5.4(b); and any, to Westpac Capital Notes 8 which have not been required to be Converted or Westpac Capital (C) the details of the Conversion process, Notes 8 representing the unconverted outstanding including any details which were taken Face Value. into account in relation to the effect on marketable parcels and whole numbers of 5.8 No further rights if Conversion Ordinary Shares, and the impact on any Westpac Capital Notes 8 remaining on issue. does not occur for any reason (d) Failure to undertake any of the steps in clauses If, for any reason, Conversion of any Westpac Capital 5.4(c)(ii) and 5.4(c)(iii) does not prevent, invalidate, Notes 8 (or a percentage of the Face Value of any delay or otherwise impede Conversion. Westpac Capital Notes 8) required to be Converted under clauses 5.2 or 5.4 fails to take effect under 5.5 Scheduled Conversion Conditions clauses 5.7(a) and (b) or does not occur for any other reason and the Ordinary Shares are not issued for not applicable any reason in respect of such Conversion by 5.00pm For the avoidance of doubt, the Scheduled Conversion on the fifth Business Day after the Capital Trigger Conditions do not apply to Conversion as a result of a Event Conversion Date or Non-Viability Trigger Event Capital Trigger Event or Non-Viability Trigger Event. Conversion Date, then: (a) such Westpac Capital Notes 8 or percentage of the 5.6 Priority of early Conversion Face Value of Westpac Capital Notes 8 will not be obligations Converted in respect of such Capital Trigger Event Conversion Date or Non-Viability Trigger Event A Conversion required because of a Capital Trigger Conversion Date (as the case may be) and will not Event or a Non-Viability Trigger Event takes place on be Converted, Redeemed or Transferred under these the date, and in the manner, required by clauses 5.2, Terms on any subsequent date; and 5.4, 5.7 and 5.8, notwithstanding any other provision for Conversion, Redemption or Transfer in these Terms. (b) the relevant Holders’ rights (including to payment of Distributions and Face Value and any other 5.7 Automatic Conversion upon the payments) in relation to such Westpac Capital Notes 8 or percentage of the Face Value of Westpac occurrence of a Capital Trigger Capital Notes 8 are immediately and irrevocably Event or Non-Viability Trigger terminated and such termination will be taken to Event have occurred immediately upon the Capital Trigger Event Conversion Date or Non-Viability Trigger If a Capital Trigger Event or Non-Viability Trigger Event Event Conversion Date, as the case may be. has occurred and all or some Westpac Capital Notes 8 (or percentage of the Face Value of each Westpac 5.9 Automatic Conversion upon the Capital Note 8) are required to be Converted in occurrence of an Acquisition accordance with clauses 5.2 or 5.4, then: Event (a) Conversion of the relevant Westpac Capital Notes 8 or percentage of the Face Value of each Westpac (a) If an Acquisition Event occurs, then: Capital Note 8 will be taken to have occurred (i) Westpac must Convert all (but not some) in accordance with clause 9 immediately upon Westpac Capital Notes 8; the Capital Trigger Event Conversion Date or (ii) Westpac must give notice as soon as practicable Non-Viability Trigger Event Conversion Date; and in any event within 10 Business Days after (b) subject to clause 9.10, the entry of the becoming aware of that event occurring to ASX corresponding Westpac Capital Notes 8 in each and the Holders; relevant Holder’s holding in the Westpac Capital 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 113 ”). CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC in the case of clause 6.1(a)(i), will be the in the case of clause 6.1(a)(i), and Date; specified Optional Conversion or Regulatory Event in the case of a Tax Date, Payment Distribution is the Next Event, an earlier date determines Westpac unless of Holders interests the best to regard having event; as a whole and the relevant Optional Conversion Date Optional Conversion Restriction on Conversion on the on Conversion Restriction Restriction on election to Convert on election to Restriction Notice Optional Conversion in a manner that is, in the opinion of Westpac, is, in the opinion of Westpac, in a manner that and and reasonable; fair directive applicable law, with any in compliance of ASX. or requirement the Westpac Capital Notes 8 will not Convert; 8 will not Convert; Capital Notes the Westpac and the date on which it is proposed the Optional on which it is proposed the date which: will occur, Conversion (A) (B) will be paid in respect Distribution whether any be Converted 8 to Capital Notes of the Westpac and Date; on the Optional Conversion including process the details of the Conversion on the effect account into take details to any to round and the need to parcels marketable Shares. whole numbers of Ordinary Optional Conversion Restriction Optional Conversion the proposed Optional Conversion Date were a were Date Optional Conversion the proposed the purposes of for Date Scheduled Conversion case of an Optional in the that clause 4 (except or Regulatory Event a Tax following Conversion Condition Scheduled Conversion the Second Event, of the Issue 20.20% to will apply as if it referred VWAP). Date is Condition Scheduled Conversion If the Second Optional Conversion on the proposed not satisfied Date: (i) Subject to clause 6.2, Westpac may only Convert only Convert may clause 6.2, Westpac Subject to an has given if Westpac under clause 6.1(a)(i) do to of its election Notice Optional Conversion the proposed before Days 25 Business least so at and the Holders. ASX to Date Optional Conversion specify: must Notice Optional Conversion The (i) (ii) (iii) Condition Scheduled Conversion Second The as though an Optional Conversion applies to If only some (but not all) Westpac Capital Notes 8 Capital Notes (but not all) Westpac If only some those under clause 6.1(a)(i), be Converted to are will be be Converted 8 to Notes Capital Westpac and Notice in the Optional Conversion specified selected: (i) (ii) under clause 6.1(a)(i), of a Conversion in respect and VWAP; Date of the Issue than 56.12% greater under clause 6.1(a)(ii), of a Conversion in respect VWAP, Date than 22.20% of the Issue greater (b) (a) (b) 6.4 (a) (b) 6.2 the Westpac Convert to only elect may Westpac if on the second under clause 6.1(a) 8 Capital Notes on which an Optional the date before Day Business if (or, Westpac be sent by is to Notice Conversion date, on that did not occur Shares in Ordinary trading on which date that prior to Day Business the last on that the VWAP occurred) Shares in Ordinary trading is: date (a) (b) (the “ 6.3 ”) being:

Westpac Capital Notes 8 Terms Notes Capital Westpac 21 June 2030; or 21 June 2030; 21 September 2029; 21 September 2029; 21 December or 2030; 21 March than the record date for participation in the participation for date than the record scheme of arrangement; relevant in the case of an Acquisition Event that is a that Event in the case of an Acquisition Day than the Business later bid, no takeover of date closing the then announced prior to bid; or takeover the relevant is that Event in the case of an Acquisition no later a date scheme, approved a court Westpac Approved Successor Approved Conversion at the option of at Conversion Issue of ordinary shares of shares of ordinary Issue Optional Conversion Acquisition Event Conversion Date Conversion Event Acquisition the notice must specify the details of the must the notice (D) Capital of the Westpac all (but not some) Date 8 on an Optional Conversion Notes or Event of a Tax the occurrence following Event. Regulatory all or some Westpac Capital Notes 8 on: Capital Notes all or some Westpac (A) (B) (C) on the proposed Acquisition Event Conversion Conversion Event Acquisition on the proposed in 8 will Convert Capital Notes all Westpac Date, with clause 9. accordance Conversion process including any details to take take details to any including process Conversion parcels on marketable the effect account into and Shares; of Ordinary and whole numbers “ (A) (B) the notice must specify a date on which it is on which a date specify must the notice (proposed occur will Conversion proposed (ii) Westpac may at its option Convert in accordance in accordance its option Convert at may Westpac with clause 9: (i) Subject to the other provisions of this clause 6, provisions the other Subject to Conversion Date, Westpac will notify Holders as Westpac Date, Conversion Acquisition the proposed after soon as practicable did not Conversion that Date Conversion Event occur. case of an Acquisition Event, the Second Scheduled the Second Event, case of an Acquisition to will apply as if it referred Condition Conversion If the Second VWAP). Date of the Issue 20.20% the is not satisfied, Condition Scheduled Conversion 8 will not Convert. Capital Notes Westpac is Condition Scheduled Conversion If the Second Event Acquisition on the proposed not satisfied (v) Condition Scheduled Conversion Second The an Acquisition following a Conversion applies to Event Acquisition as though the proposed Event Date a Scheduled Conversion were Date Conversion in the that of clause 4 (except the purposes for (iv) (iii)

(a) 6.1 (as defined in clause 13.4(a)). Instead, these Terms may may these Terms (as defined in clause 13.4(a)). Instead, with clause 13.4. be amended in accordance 6 ultimate holding company of the Westpac Group Group Westpac of the holding company ultimate is an Approved holding company and the successor 8 Capital Notes of the Westpac Conversion Successor, of the Replacement as a consequence not occur may Where there is a replacement of Westpac as the of Westpac is a replacement there Where 5.10 (c) (b) APPENDIX B APPENDIX 114 WESTPAC CAPITAL NOTES 8

APPENDIX B Westpac Capital Notes 8 Terms

(ii) Westpac will notify Holders as soon as (i) in a manner that is, in the opinion of Westpac, practicable after the proposed Optional fair and reasonable; and Conversion Date that Conversion did not occur. (ii) in compliance with any applicable law, directive or requirement of ASX. 6.5 Deferred Conversion If Westpac has given an Optional Conversion Notice 7.2 Optional Redemption Notice under clause 6.3 and the Second Scheduled Conversion (a) Westpac may only Redeem under clause 7.1(a) Condition (as if it applied on the Optional Conversion if Westpac has given a Redemption Notice of its Date) is not satisfied, then, notwithstanding any other election to do so at least 21 Business Days before provision of these Terms: the proposed Redemption Date to ASX and the (a) the Optional Conversion Date will be deferred Holders. until the first Distribution Payment Date (under (b) The Redemption Notice must specify: clause 3.5(a)) on which the Scheduled Conversion (i) the date on which it is proposed the Redemption Conditions are satisfied (except that in the case will occur, which must be: of a Tax Event or Regulatory Event, the Second (A) in the case of clause 7.1(a)(i), the specified Scheduled Conversion Condition will apply as if it optional Redemption Date; referred to 20.20% of the Issue Date VWAP) as if that Distribution Payment Date were a Scheduled (B) in the case of a Tax Event or Regulatory Conversion Date for the purposes of clause 4 (the Event, the Next Distribution Payment Date, “Deferred Conversion Date”); unless Westpac determines an earlier date having regard to the best interests of Holders (b) Westpac must convert the Westpac Capital as a whole and the relevant event; and Notes 8 on the Deferred Conversion Date unless the Westpac Capital Notes 8 are Converted earlier in (ii) whether any Distribution will be paid in respect accordance with these Terms; and of the Westpac Capital Notes 8 to be Redeemed (c) until the Deferred Conversion Date, all rights on the Redemption Date. attaching to the Westpac Capital Notes 8 will continue as if the Optional Conversion Notice had 7.3 APRA approval to Redeem not been given. Westpac may only Redeem under this clause 7 if: 6.6 Final Distribution (a) either: For the avoidance of doubt, Optional Conversion may (i) before or concurrently with Redemption, occur even if Westpac, in its absolute discretion, does Westpac replaces Westpac Capital Notes 8 with not pay a Distribution for the final Distribution Period. a capital instrument which is of the same or better quality (for the purposes of the Prudential 6.7 No Conversion at the option of Standards) than Westpac Capital Notes 8 and the replacement of Westpac Capital Notes 8 the Holders is done under conditions that are sustainable Holders do not have a right to request Conversion of for the income capacity of Westpac (for the their Westpac Capital Notes 8 at any time. purposes of the Prudential Standards); or (ii) Westpac obtains confirmation from APRA that APRA is satisfied, having regard to the capital 7 Optional Redemption position of Westpac and the Westpac Group, 7.1 Redemption at the option of that Westpac does not have to replace Westpac Capital Notes 8; and Westpac (b) APRA has given its prior written approval to the (a) Subject to the other provisions of this clause 7, Redemption. Approval is at the discretion of APRA Westpac may at its option Redeem: and may or may not be given. (i) all or some Westpac Capital Notes 8 on: (A) 21 September 2029; 7.4 Final Distribution (B) 21 December 2029; For the avoidance of doubt, Redemption may occur even if Westpac, in its absolute discretion, does not pay (C) 21 March 2030; or a Distribution for the final Distribution Period. (D) 21 June 2030; or 7.5 No Redemption at the option of (ii) all (but not some) of the Westpac Capital the Holders Notes 8 on a Redemption Date following the occurrence of a Tax Event or Regulatory Event, Holders do not have a right to request Redemption of their Westpac Capital Notes 8 at any time. in each case for their Face Value. (b) If only some (but not all) Westpac Capital Notes 8 7.6 Effect of Redemption Notice are to be Redeemed under clause 7.1(a)(i), those Subject to any early Conversion required because Westpac Capital Notes 8 to be Redeemed will be of a Capital Trigger Event or a Non-Viability Trigger specified in the Redemption Notice and selected: Event and any termination of rights under clause 5.8, any Redemption Notice given under this clause 7 is 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 115 Face Value Value Face 0.99 x VWAP 0.99 CAPITAL NOTES 8 NOTES CAPITAL Face Value Face means a number Date VWAP Date = WESTPAC WESTPAC Relevant Percentage x Issue x Issue Percentage Relevant means: =

(expressed in dollars and cents) means the in dollars and cents) (expressed applicable to Conversion applicable to if Conversion is occurring on a Scheduled is occurring if Conversion Date or an Optional Conversion Date Conversion 21 2029, 21 December 2029, on 21 September 50%; and or 21 June 2030, 2030 March 20%. other time, any at is occurring if Conversion each Holder is taken irrevocably to offer to sell to offer to irrevocably is taken each Holder Capital of their Westpac number the relevant the Transfer on Party the Nominated 8 to Notes Capital per Westpac a cash amount for Date have to (and Value the Face 8 equal to Note to as its agent and attorney Westpac appointed all things necessary documents and do execute or be necessary may considers which Westpac and any offer with that in connection desirable sale); resulting Party Nominated the by payment subject to Holders, all right, title and to Value of the Face number of Westpac in the relevant interest the from will be Transferred 8 Capital Notes on the Transfer Party the Nominated Holders to and Date; the Face pay does not Party if the Nominated Holders on the Transfer the relevant to Value Capital number of Westpac the relevant Date, the Nominated to 8 will not be Transferred Notes Party. Conversion Conversion Number for each Westpac Capital Note 8 Maximum (i) (ii) Relevant Percentage Relevant will not be Transferred until payment is made but until payment will not be Transferred Capital Westpac of all other relevant the Transfer the failure. by 8 will not be affected Notes Number the Conversion issue will allot and Westpac 8 Capital Note each Westpac for Shares of Ordinary Number is Conversion The the Holder. held by and formula, the following to according calculated Number being no the Conversion to subject always Number: than the Maximum Conversion greater each Number for Conversion 8 Capital Note Westpac where: VWAP Period. during the VWAP VWAP Number Maximum Conversion formula: the following to according calculated (i) (ii) (iii) the Nominated by payments Clause 11 will apply to If Westpac. were Party the Nominated as if Party is not made or a particular Holder to payment any of because Date as made on the Transfer treated Party, or on behalf of the Nominated by error any Holder 8 of that Capital Notes Westpac the relevant

9 General provisions Conversion 9.1 clauses 5.6 and 9.10, subject to Date, On the Conversion will apply: the following (a) (c) Westpac Capital Notes 8 Terms Notes Capital Westpac in the case of clause 8.1(a)(i), the specified in the case of clause 8.1(a)(i), Date; optional Transfer or Regulatory Event in the case of a Tax Date, Payment Distribution the Next Event, an earlier date determines Westpac unless of Holders interests the best to regard having and event; as a whole and the relevant 21 September 2029; 21 September 2029; 21 December or 2030; 21 March or 21 June 2030; Holders Effect of Transfer Notice of Transfer Effect No Transfer at the option of the at No Transfer Final Distribution Optional Transfer Notice Optional Transfer Transfer at the option of Westpac the option at Transfer Optional Transfer whether any Distribution will be paid in respect will be paid in respect Distribution whether any be Transferred 8 to Capital Notes of the Westpac Date. on the Transfer (A) (B) the date on which it is proposed the Transfer will the Transfer on which it is proposed the date be: which must occur, in a manner that is, in the opinion of Westpac, is, in the opinion of Westpac, in a manner that and and reasonable; fair directive law, applicable with any in compliance of ASX. or requirement all (but not some) of the Westpac Capital of the Westpac all (but not some) the following Date on a Transfer Notes 8 Event. or Regulatory Event of a Tax occurrence all or some Westpac Capital Notes 8 on: Capital Notes all or some Westpac (A) (B) (C) (D) clause 8: Any Transfer Notice given under this clause 8 is given Notice Transfer Any clause 11.1) to (subject must and Westpac irrevocable 8 on the Transfer Capital Notes Westpac Transfer Notice. Transfer specified in that Date under this Notice a Transfer issues If Westpac (ii) Westpac may only elect to Transfer Westpac Capital Westpac Transfer only elect to may Westpac a has given if Westpac 8 under clause 8.1(a) Notes the before Days 21 Business least at Notice Transfer and the Holders. ASX to Date Transfer proposed specify: must Notice Transfer The (i) and selected: (i) (ii) (ii) Capital If only some (but not all) Westpac 8.1(a) under clause be Transferred to 8 are Notes be 8 to Capital Notes (i), the number of Westpac Notice will be specified in the Transfer Transferred (i) Westpac may elect that Transfer occur in relation to: in relation occur Transfer elect that may Westpac (b) (a) Holders do not have a right to request Transfer of their Transfer request a right to Holders do not have time. any 8 at Capital Notes Westpac 8.5 8.4 For the avoidance of doubt, a Transfer may occur even even occur may a Transfer of doubt, the avoidance For a does not pay discretion, in its absolute if Westpac, Period. Distribution the final for Distribution 8.3 (b) 8.2 (a) (b) (a) 8 8.1 irrevocable and Westpac must (subject to clause 11.1) 11.1) clause to (subject must and Westpac irrevocable Redemption 8 on the Notes Capital Westpac Redeem Notice. Redemption in that specified Date APPENDIX B APPENDIX 116 WESTPAC CAPITAL NOTES 8

APPENDIX B Westpac Capital Notes 8 Terms

(b) Each Holder’s rights (including to Distributions Holders under these Terms and these Terms will be other than the Distribution, if any, payable on a date construed accordingly. when Conversion is required that is not a Capital Trigger Event Conversion Date or a Non-Viability 9.3 Adjustments to VWAP for capital Trigger Event Conversion Date) in relation to each reconstruction Westpac Capital Note 8 that is being Converted will be immediately and irrevocably terminated for (a) Where during the relevant VWAP Period there is a an amount equal to the Face Value and Westpac change to the number of Ordinary Shares on issue will apply the Face Value of each Westpac Capital because the Ordinary Shares are reconstructed, Note 8 by way of payment for the subscription consolidated, divided or reclassified (in a manner for the Ordinary Shares to be allotted and issued not involving any cash payment (or the giving of under clause 9.1(a). Each Holder is taken to have any other form of consideration) to or by holders of irrevocably directed that any amount payable under Ordinary Shares) (“Reclassification”) into a lesser or this clause 9.1 is to be applied as provided for in greater number, the daily VWAP for each day in the this clause and Holders do not have any right to VWAP Period which falls before the date on which payment in any other way. trading in Ordinary Shares is conducted on a post Reclassification basis will be adjusted by multiplying (c) If the total number of Ordinary Shares to be allotted such daily VWAP by the following formula: and issued in respect of a Holder’s aggregate holding of Westpac Capital Notes 8 includes a A fraction of an Ordinary Share, that fraction of an Ordinary Share will be disregarded. B where: 9.2 Adjustments to VWAP generally A means the aggregate number of Ordinary Shares For the purposes of calculating VWAP under clause 9.1: immediately before the Reclassification; and (a) where, on some or all of the Business Days in the B means the aggregate number of Ordinary Shares relevant VWAP Period, Ordinary Shares have been immediately after the Reclassification. quoted on ASX as cum dividend or cum any other distribution or entitlement and Westpac Capital (b) Any adjustment made by Westpac in accordance Notes 8 will be Converted into Ordinary Shares with clause 9.3(a) will be effective and binding on after that date and those Ordinary Shares will no Holders under these Terms and these Terms will be longer carry that dividend or that other distribution construed accordingly. or entitlement, then the VWAP on the Business (c) Each Holder acknowledges that Westpac may Days on which those Ordinary Shares have been consolidate, divide or reclassify Ordinary Shares so quoted cum dividend or cum any other distribution that there is a lesser or greater number of Ordinary or entitlement will be reduced by an amount (“Cum Shares at any time in its absolute discretion Value”) equal to: without any such action requiring any consent or (i) in the case of a dividend or other distribution, concurrence of any Holders. the amount of that dividend or other distribution including, if the dividend or distribution is 9.4 Adjustments to Issue Date VWAP franked, the amount that would be included generally in the assessable income of a recipient of the dividend or distribution who is a natural person For the purposes of determining the Issue Date resident in Australia under the Tax Act; VWAP under clause 9.1, adjustments will be made in accordance with clause 9.2 and clause 9.3 during the (ii) in the case of any other entitlement that is not period in which the Issue Date VWAP is determined. On a dividend or other distribution under clause and from the Issue Date, adjustments to the Issue Date 9.2(a)(i) which is traded on ASX on any of those VWAP: Business Days, the volume weighted average price of all such entitlements sold on ASX during (a) may be made by Westpac in accordance with the VWAP Period on the Business Days on clauses 9.5 to 9.7 (inclusive); which those entitlements were traded (excluding (b) if so made, will correspondingly affect the trades of the kind that would be excluded in application of the Scheduled Conversion Conditions determining VWAP under the definition of that and the Optional Conversion Restriction and cause term); or an adjustment to the Maximum Conversion Number; (iii) in the case of any other entitlement which is and not traded on ASX during the VWAP Period, (c) if so made, will be effective and binding on the value of the entitlement as reasonably Holders under these Terms and these Terms will be determined by Westpac; construed accordingly. (b) where, on some or all of the Business Days in the VWAP Period, Ordinary Shares have been quoted 9.5 Adjustments to Issue Date VWAP as ex dividend or ex any other distribution or for bonus issues entitlement, and Westpac Capital Notes 8 will be Converted into Ordinary Shares which would be (a) Subject to clauses 9.5(b) and 9.5(c), if at any time entitled to receive the relevant dividend, distribution on or from the Issue Date Westpac makes a pro- or entitlement, the VWAP on the Business Days on rata bonus issue of Ordinary Shares to holders of which those Ordinary Shares have been quoted ex Ordinary Shares generally (in a manner not involving dividend or ex any other distribution or entitlement any cash payment (or the giving of any other form of will be increased by the Cum Value; and consideration) to or by holders of Ordinary Shares), the Issue Date VWAP will be adjusted immediately in (c) any adjustment made by Westpac in accordance accordance with the following formula: with clause 9.2 will be effective and binding on 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 117 CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC does not wish to receive Ordinary Ordinary receive does not wish to Holder or is an Ineligible Shares VWAP in certain circumstances in certain VWAP VWAP Date Issue Shares Conversion where the Holder where Conversion No adjustment to Issue Date Date Issue to No adjustment to of adjustments Announcement of Ordinary and listing Status 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 and no less Date the Issue time on or after or Date; the Conversion prior to Days 15 Business the Holder is an Ineligible Holder, costs, brokerage, stamp duty and other taxes and duty and other taxes stamp brokerage, costs, Holder. the relevant to charges, a Holder as not treat will be entitled to Westpac the Holder has being an Ineligible Holder unless and prior to Date the Issue otherwise notified it after Date. the Conversion is occurring under this clause 9.10 If Conversion Trigger of a Capital because of the occurrence and the Event Trigger or Non-Viability Event under clauses 5.2 or effect take to fails Conversion and the other reason any for 5.4 or does not occur Westpac will use all reasonable endeavours to to endeavours will use all reasonable Westpac of on Conversion issued Shares the Ordinary list 8 on ASX. Capital Notes Westpac required are 8 of a Holder Capital Notes If Westpac and: be Converted to (i) (ii) all of the Holder’s Date, then, on the Conversion Capital each such Westpac to rights in relation and immediately are being Converted Note 8 Distributions to (including terminated irrevocably on a date payable if any, other than the Distribution, is not a Capital that is required when Conversion or a Non-Viability Date Conversion Event Trigger will and Westpac Date) Conversion Event Trigger to Shares Number of Ordinary the Conversion issue to no additional consideration for the Sale Agent the benefit of the relevant for sale for hold on trust sell the Ordinary opportunity to the first At Holder. their sale for will arrange the Sale Agent Shares, selling less the proceeds, and pay value market at Ordinary Shares issued or arising from Conversion Conversion arising from or issued Shares Ordinary the same rights equally with, and will have will rank that provided Shares as, all other fully paid Ordinary issued Shares the Ordinary to the rights attaching until effect do not take Conversion or arising from (or Date on the Conversion time) (Sydney 5.00pm APRA). by such other time required (b) (b) 9.10 (a) 9.7 no and 9.6, 9.5 of clauses the provisions Despite where VWAP Date the Issue will be made to adjustment full cent, the nearest to (rounded such adjustment any be less would upwards) being rounded with $0.005 effect. in then VWAP Date Issue the of percent one than 9.8 Date the Issue to adjustment will notify any Westpac and the Holders ASX this clause 9 to under VWAP determining of Westpac Days within 10 Business be final and will and the adjustment the adjustment binding. 9.9 (a) Westpac Capital Notes 8 Terms Notes Capital Westpac Vo x RD Vo (RD + RN) for capital reconstruction for Adjustments to Issue Date VWAP VWAP Date Issue to Adjustments means the number of Ordinary Shares issued issued Shares of Ordinary means the number means the number of Ordinary Shares on issue on issue Shares of Ordinary means the number means the Issue Date VWAP applying VWAP Date means the Issue B A means the aggregate number of Ordinary Shares Shares number of Ordinary means the aggregate means the Issue Date VWAP applying VWAP Date means the Issue means the aggregate number of Ordinary Shares Shares number of Ordinary means the aggregate V = on issue immediately after the Reclassification. after immediately on issue may Westpac that Each Holder acknowledges securities so that divide or reclassify consolidate, of Ordinary number or greater is a lesser there discretion time in its absolute any at Shares or consent any such action requiring without any Holders. of any concurrence where: A the Reclassification; before immediately on issue and B Ordinary Shares) into a lesser or greater number, number, or greater a lesser into Shares) Ordinary multiplying by will be adjusted VWAP Date the Issue applicable on the Business VWAP Date the Issue such of any the date before immediately Day formula: the following by Reclassification If at any time on or from the Issue Date there is a there Date Issue the time on or from any If at on issue Shares the number of Ordinary change to (in a manner not because of a Reclassification the giving of any (or cash payment any involving holders of or by to of consideration) other form The fact that no adjustment is made for an issue of issue an is made for no adjustment that fact The clause 9.5(a) by as covered except Shares Ordinary issuing from Westpac restrict way shall not in any as it sees time on such terms any at Shares Ordinary of any or concurrence consent any fit nor require Holders. all holders of Ordinary Shares with registered with registered Shares all holders of Ordinary in so that provided outside Australia, addresses the ASX of is not in contravention doing Westpac Rules. Listing will be VWAP Date the Issue to No adjustments of Ordinary offer any for made under this clause 9.5 including a 9.5(a), clause by covered not Shares issue. rata pro or other essentially rights issue issued as part of a bonus share plan, employee or plan, employee of a bonus share as part issued option plan, share plan, executive share executive plan or a dividend purchase up plan, share top plan. reinvestment will an issue the purposes of this clause, For notwithstanding as a bonus issue be regarded some or to offers does not make Westpac that RD Ordinary the allotment of new prior to immediately and bonus issue; the pursuant to Shares RN bonus issue. the pursuant to Shares Ordinary does not apply to Clause 9.5(a) where: V of this formula; the application after immediately Vo formula; of this the application prior to immediately

(b) (a) 9.6 (e) (d) (c) (b) APPENDIX B APPENDIX 118 WESTPAC CAPITAL NOTES 8

APPENDIX B Westpac Capital Notes 8 Terms

Ordinary Shares are not issued to the Sale Agent for anything that might otherwise affect a Conversion any reason in respect of such Conversion by 5.00pm of Westpac Capital Notes 8 including: on the fifth Business Day after the Capital Trigger (i) any change in the financial position of Westpac Event Conversion Date or Non-Viability Trigger since the issue of the Westpac Capital Notes 8; Event Conversion Date, then: (ii) any disruption to the market or potential market (i) such Westpac Capital Notes 8 or percentage for Ordinary Shares or capital markets generally; of the Face Value of Westpac Capital Notes 8 or will not be Converted in respect of such Capital (iii) any breach by Westpac of any obligation in Trigger Event Conversion Date or Non-Viability connection with the Westpac Capital Notes 8; Trigger Event Conversion Date (as the case may be) and will not be Converted, Redeemed (c) acknowledges and agrees that: or Transferred under these Terms on any (i) Conversion is not subject to any conditions other subsequent date; and than those expressly provided for in these Terms; (ii) the relevant Holders’ rights (including to (ii) subject to any conditions, Conversion must payment of Distributions and Face Value and occur immediately on the Conversion Date and any other payments) in relation to such Westpac that may result in disruption or failures in trading Capital Notes 8 or percentage of the Face Value or dealings in the Westpac Capital Notes 8; of Westpac Capital Notes 8 are immediately and irrevocably terminated and such termination will (iii) it will not have any rights to vote in respect of be taken to have occurred immediately upon the any Conversion; and Capital Trigger Event Conversion Date or Non- (iv) notwithstanding clause 9.9, Ordinary Shares Viability Trigger Event Conversion Date, as the issued on Conversion may not be quoted at the case may be. time of Conversion or at all; 9.11 Final Distribution (d) acknowledges and agrees that where clause 5.8 applies, no other conditions or events will affect For the avoidance of doubt, Conversion may occur the operation of that clause and it will not have any even if Westpac, in its absolute discretion, does not pay rights to vote in respect of any termination under a Distribution for the final Distribution Period. that clause; (e) acknowledges and agrees that it has no right to 9.12 No Conversion after Winding Up request that Westpac Convert Westpac Capital commences Notes 8; and If before the Conversion Date a Winding Up (f) acknowledges and agrees that it has no remedies commences, then Conversion will not occur and clause on account of the failure of Westpac to issue 2 will apply, except where Conversion is required for Ordinary Shares in accordance with clauses 5.2 or a Capital Trigger Event or Non-Viability Trigger Event 5.4 other than, subject to clause 5.8, to seek specific (in which case such Conversion shall occur (subject to performance of Westpac’s obligation to issue clause 5.8) in accordance with clauses 5.2 or 5.4 (as Ordinary Shares. applicable) and clause 5.7). 10 Title and transfer of 9.13 Conversion of a percentage of Face Value Westpac Capital Notes 8 If under these Terms it is necessary to Convert a 10.1 CHESS percentage of the Face Value, this clause 9 will apply While a Westpac Capital Note 8 remains in CHESS: to the Conversion as if references to the Face Value were references to the relevant percentage of the Face (a) the rights of a person holding an interest in the Value to be Converted multiplied by the Face Value Westpac Capital Note 8; and and references to the Westpac Capital Note(s) 8 were (b) all dealings (including transfers and payments) in references to the percentage of the Face Value of the relation to the Westpac Capital Note 8, Westpac Capital Note(s) 8 to be Converted. will be governed by and subject to the rules and 9.14 Consent to receive regulations of CHESS (but without affecting any of these Terms which affect the eligibility of the Westpac Ordinary Shares and other Capital Notes 8 as Additional Tier 1 Capital). To the acknowledgements extent of any inconsistency: Subject to clause 5.8, each Holder irrevocably: (c) between these Terms (other than any of these Terms which affect the eligibility of the Westpac (a) upon receipt of the Conversion Number of Ordinary Capital Notes 8 as Additional Tier 1 Capital) and Shares following Conversion of Westpac Capital the rules and regulations of CHESS, the rules and Notes 8 in accordance with clauses 4, 5 or 6 regulations of CHESS prevail; and consents to becoming a member of Westpac and agrees to be bound by the constitution of Westpac, (d) between any of these Terms which affect the in each case in respect of Ordinary Shares issued on eligibility of the Westpac Capital Notes 8 as Conversion; Additional Tier 1 Capital and the rules and regulations of CHESS, these Terms prevail. (b) acknowledges and agrees that, unless it has given notice in accordance with clause 9.10 that it does not wish to receive Ordinary Shares as a result of Conversion, it is obliged to accept Ordinary Shares of Westpac on Conversion notwithstanding 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 119 CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC in Australian dollars; and in Australian claim deduction or counter set off, of any free agreement or any law by required as except authority; with a governmental while of CHESS the rules and regulations in CHESS; 8 remain Capital Notes Westpac in the Westpac the particulars recorded on the relevant 8 Register Capital Notes and Date; Record these Terms. General Refusal to register to Refusal Payments must be made: must (A) (B) applicable fiscal and other laws subject to are and procedures practices and the administrative of fiscal and other authorities; with: will be made in accordance (A) (B) (C) If the date scheduled for any payment under these payment any for scheduled If the date made under clause than a payment (other Terms of Westpac with the Conversion in connection 9.1(b) or Event a Capital Trigger 8 following Capital Notes Day, is not a Business Event) Trigger a Non-Viability Business be made on the next will then the payment or other additional interest (and without any Day of such delay). in respect payment four to will be rounded of payments All calculations the purposes of making any For decimal places. holding of a Holder’s aggregate in respect payment All payments in respect of Westpac Capital Notes 8: Capital Notes of Westpac in respect All payments (i) (ii) (iii) Upon registration and entry of the transferee in the in entry of the transferee and Upon registration the transferor 8 Register, Notes Capital Westpac these benefits under future be entitled to to ceases Capital Westpac of the transferred in respect Terms 8. Notes may Westpac Regulations, Applicable Subject to of some or all Westpac transfers that determine during any will not be registered 8 Capital Notes the prior to it by specified period reasonably Date or Transfer Date Redemption Date, Conversion 8. Capital Notes of such Westpac of a transfer register to only refuse may Westpac or if such by, 8 if permitted Capital Notes Westpac by, or is forbidden contravene would registration or these Terms. Applicable Regulations Westpac a transfer, register to refuses If Westpac refusal of the notice the lodging party give must after Days Business it within five for and the reasons the to delivered was on which the transfer the date Registrar.

(b) (c) court or other body with power to make the order, or a the order, make to or other body with power court upon may, of a Holder, the estate person administering and entitlement or status, that as to evidence providing the to relation an indemnity in so requires if Westpac considers as Westpac of such evidence, correctness as the Holder of those registered sufficient, become 8. Capital Notes Westpac 11 11.1 (a) (g) (h) 10.6 (a) (b) Transmission 10.7 8 Capital Notes Westpac entitled to A person becoming liquidation bankruptcy, of the death, as a consequence a by order or a winding-up of a Holder or of a vesting Westpac Capital Notes 8 Terms Notes Capital Westpac transfer of marketable securities under of marketable transfer is such instrument provided applicable law, evidence with any the Registrar to delivered prove to requires reasonably the Registrar Westpac transfer or the right to title to 8. Capital Notes by a proper transfer under any other under any transfer a proper by system or electronic applicable computerised or Act; the Corporations by recognised of or sufficient instrument proper any by Capital Notes 8 Register Notes Capital Transfers Joint Holders Non-recognition of interests Non-recognition Effect of entries in Westpac in Westpac of entries Effect with CHESS, in accordance with the rules and in accordance with CHESS, or of CHESS; regulations other time: any at (A) (B) while Westpac Capital Notes 8 are registered registered 8 are Notes Capital while Westpac entitlement to the other benefits given to to other benefits given the entitlement to of respect in Terms Holders under these 8; and Capital Notes Westpac absolute ownership of those Westpac Capital of those Westpac ownership absolute 8; and Notes Capital Notes 8. Capital Notes of on the transfer fee any not charge must Westpac 8. Capital Notes Westpac duty stamp any for Holder is responsible The in any payable which are or other similar taxes assignment with a transfer, jurisdiction in connection 8. Capital Notes or other dealing with Westpac details of the transfer are entered in the Westpac in the Westpac entered are details of the transfer 8 Register. Capital Notes in be transferred 8 may Capital Notes Westpac whole but not in part. with all Applicable comply must Westpac obligations other relevant and any Regulations of Westpac the transfer to imposed on it in relation Title to Westpac Capital Notes 8 passes when 8 passes Capital Notes Westpac to Title (ii) A Holder may transfer Westpac Capital Notes 8: Capital Notes Westpac transfer A Holder may (i) (ii) a Distribution pay to Westpac an undertaking by with these in accordance other amount and any Terms, conclusive evidence of that person’s: of that evidence conclusive (i)

(e) (f) (c) (d) (b) (a) Holders of any Westpac Capital Notes 8. Capital Notes Westpac Holders of any 10.5 Capital Notes 8 Register as joint Holders, they are are as joint Holders, they 8 Register Capital Notes 8 as joint Capital Notes hold those Westpac to taken is but the Registrar with rights of survivorship tenants persons as joint than three more register not bound to 10.4 in the Westpac entered persons are or more two Where Westpac Capital Notes 8 Register as a Holder as the as a 8 Register Capital Notes Westpac 8. This Capital Notes Westpac of that owner absolute or trust of ownership, notice any clause applies despite 8. Capital Notes Westpac in that interest 10.3 the Registrar and Westpac law, by as required Except in the name is entered the person whose treat must subject to correction of the Westpac Capital Notes 8 Capital Notes of the Westpac correction subject to or error. fraud for Register (b) person as a Holder constitutes: person as a Holder (a) 10.2 of a 8 Register Notes Capital in the Westpac Each entry APPENDIX B APPENDIX 120 WESTPAC CAPITAL NOTES 8

APPENDIX B Westpac Capital Notes 8 Terms

of Westpac Capital Notes 8, any fraction of a cent deal with such payment and the Holder’s Westpac will be rounded to the nearest one Australian cent Capital Notes 8 in accordance with such applicable (with one half of an Australian cent being rounded law, administrative practice or procedure or the up to one Australian cent). requirements of any relevant government or regulatory authority. 11.2 Payments to Holders (f) Westpac shall not be liable for any costs or loss (a) Each payment in respect of a Westpac Capital suffered by a Holder in exercising its discretion Note 8 will be made to the person that is recorded under clause 11.3(e), even where a Holder later in the Westpac Capital Notes 8 Register as the demonstrates that they were not subject to such Holder of that Westpac Capital Note 8 on the law, administrative practice or procedure or Record Date for that payment. sanction. (b) A payment to any one joint Holder of a Westpac Capital Note 8 will discharge Westpac’s liability in 12 Taxation respect of the payment. 12.1 Deductions 11.3 Method of payments (a) Westpac or the Nominated Party, as applicable, may (a) Westpac may, in its absolute discretion, pay to a deduct or withhold any tax, duty, assessment, levy, Holder or any other person entitled to any amount governmental charge or other amount from any payable in respect of a Westpac Capital Note 8: Distribution or amount payable upon Redemption (i) by crediting an account nominated in writing by or Transfer to the Nominated Party of any that Holder or person; Westpac Capital Note 8 (or upon or with respect to the issuance of any Ordinary Shares upon any (ii) by cheque made payable to the Holder or Conversion), as required by law or any agreement person, sent to the address of that Holder or with a governmental authority. If any such deduction person as notified to Westpac by that Holder or or withholding has been made and paid over to the person; or relevant governmental authority and the balance (iii) in any other manner as Westpac determines of the Distribution or other amount payable has (provided that Distributions must always be paid been paid (or, in the case of a Conversion, Ordinary in cash). Shares issued) to the relevant Holder, then the full (b) Westpac may send a cheque referred to in clause amount payable (or, in the case of a Conversion, the 11.3(a)(ii), if relevant, to: Conversion Number of Ordinary Shares) to such Holder shall be deemed to have been duly paid and (i) the address in the Westpac Capital Notes 8 satisfied (or, in the case of a Conversion, issued) by Register of the Holder; Westpac or the Nominated Party, as applicable. (ii) if that Westpac Capital Note 8 is jointly held, the (b) Westpac or the Nominated Party, as applicable, address in the Westpac Capital Notes 8 Register shall pay the full amount required to be deducted of the Holder named first in the register in or withheld to the relevant governmental authority respect of the Westpac Capital Note 8; or within the time allowed for such payment without (iii) any other address which that person directs in incurring any penalty under applicable law and shall, writing. if requested by any Holder, deliver to such Holder confirmation of such payment without delay after it (c) If Westpac decides to make a payment by electronic is received by Westpac or the Nominated Party, as or other means determined under clause 11.3(a)(iii) applicable. and an account is not nominated by the Holder or joint Holder, Westpac may hold the amount payable 12.2 FATCA in a separate account of Westpac until the Holder or joint Holder (as the case may be) nominates an Without limiting clause 12.1, if any withholding or account, without any obligation to pay interest, and deduction arises under or in connection with FATCA, the amount so held is to be treated as having been Westpac will not be required to pay any further paid to the Holder or joint Holder at the time it is amounts on account of such withholding or deduction credited to that separate account of Westpac. or otherwise reimburse or compensate, or make any (d) All amounts payable but unclaimed may be payment to, a Holder for or in respect of any such invested by Westpac as it thinks fit for the benefit withholding or deduction. of Westpac until claimed or until required to be dealt with in accordance with any law relating to 12.3 Tax File Number withholdings unclaimed moneys. (a) Westpac will, if required, withhold an amount (e) Westpac (or any person through whom payments from payment of Distributions on Westpac Capital are made), in its absolute discretion, may withhold Notes 8 at the highest marginal tax rate plus the payment to a Holder where it is required to do highest Medicare levy if a Holder has not supplied so under any applicable fiscal or other law or any an appropriate tax file number, Australian business administrative practice or procedure of any fiscal number or exemption details. or other authority (including any law prohibiting (b) If a Holder supplies exemption details and Westpac dealings with terrorist organisations or money subsequently determines that the relevant laundering, or any other type of sanction and exemption was not available, Westpac may recover any withholding or deduction arising under the amount that should have been deducted from or in connection with FATCA), or where it has the relevant Holder and may deduct that amount reasonable grounds to suspect that the Holder from any subsequent payment due to that Holder in may be subject to any such law, administrative respect of Westpac Capital Notes 8. practice or procedure or sanction or involved in acts of terrorism or money laundering, and may 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 121 CAPITAL NOTES 8 NOTES CAPITAL Approved Replacement Replacement Approved WESTPAC WESTPAC and undertakings as may be reasonably be reasonably as may and undertakings of quotation procure to in order necessary under issued Shares Successor the Approved on exchanges stock on the these Terms Shares Successor which the other Approved the time of a Conversion, at quoted are ”) to Holders (which, if given, must be given be given must if given, Holders (which, ”) to such other amendments may be made to these be made to such other amendments may the Approved Successor or another entity Successor the Approved Group which is not a member of the Westpac Ordinary APRA subscribes for by and approved acceptable or other capital instruments Shares or be necessary, APRA in such amount as may to power of, Westpac under these Terms (as may (as may Terms under these Westpac of, power with the same time) time to be amended from had been Successor the Approved as if effect Terms; in these named as Westpac which has corporation any (or Westpac of Westpac) the obligations assumed previously its liability under these from will be released Terms; will in these Terms Westpac to references the Approved to be references to be taken Shares Ordinary to and references Successor to be references to will be taken in these Terms and Shares; Successor Approved opinion reasonable as in Westpac’s Terms the effect to appropriate and necessary are as debtor Successor of an Approved substitution 8 and the Capital Notes of Westpac in respect on Shares Successor of the Approved issuer by in the manner contemplated Conversion (including such amendment as these Terms the purposes of for or expedient is necessary 2L of Chapter with the provisions complying the Approved where Act of the Corporations is not an ADI). Successor the Approved Successor will assume all of will assume Successor the Approved and be to, and succeed of, the obligations right and every exercise and may for, substituted of the Approved Successor Shares and appoints and appoints Shares Successor of the Approved under as contemplated as its attorney Westpac to or desirable do all things necessary to clause 14.10 this clause 13.4. to effect give Replacement an Approved not issue must Westpac unless: Notice (i) (ii) (iii) (iv) in results an amendment under clause 13.4(b) Where Holders, to being issued Shares Successor Approved of the a member become to each Holder agrees the issue to prior immediately Successor Approved Westpac may, with APRA’s prior written approval, approval, prior written with APRA’s may, Westpac of or approval assent but without the authority, (an “ a notice Holders, give Notice the Replacement before as soon as practicable Days than 10 Business no later event and in any the specifying occurs) the Replacement before which will be made these Terms amendments to the effect this clause 13.4 to with in accordance as the Successor of the Approved substitution 8 and Capital Notes of Westpac in respect debtor on Conversion. shares ordinary of the issuer is given, once Notice, Replacement An Approved irrevocable. Notice Replacement an Approved gives If Westpac with clause 13.4(a), then Holders in accordance to specified in the the date on and from with effect Notice: Replacement Approved (i)

(d) (c) (b) ”); and Replacement Westpac Capital Notes 8 Terms Notes Capital Westpac furnish all such documents, information furnish all such documents, information Shares on a Conversion, subject to the same to subject on a Conversion, Shares as of these Terms and conditions terms this clause 13.4; amended by in clause 3.7 with the restriction comply to of these modifications) (with all appropriate and Terms; and endeavours use all reasonable to to deliver Approved Successor Shares under Shares Successor Approved deliver to have would when Westpac all circumstances Ordinary deliver otherwise been obliged to Successor Amendment for Approved Approved Amendment for Amendment with consent Amendment generally Amendment consent Amendment without Amendment of these Terms Terms of these Amendment expedient for the purpose of enabling the the purpose for expedient (B) (C) the Approved Successor agrees to expressly expressly to agrees Successor the Approved under these Terms obligations Westpac’s assume the benefit of a deed poll for into entering by (among other Holders under which it agrees things): (A) it is proposed that Westpac be replaced as the be replaced Westpac that it is proposed Group Westpac of the holding company ultimate (“ Successor an Approved by authority, the ASX Listing Rules or the listing or or the listing Rules Listing ASX the authority, exchange stock of any requirements quotation 8 are Capital Notes on which the Westpac or quoted; exchange or to be offered for, or subscription for, or subscription for, for, be offered or to exchange the time being in force for sale under the laws and it is otherwise not considered place in any the to prejudicial be materially to Westpac by of Holders as a whole; or interests of with the provisions comply to necessary statutory of any the requirements statute, any of a formal, minor or technical nature; minor or technical of a formal, ambiguity; any cure made to error; manifest any correct made to for be listed 8 to Capital Notes Westpac stock on any listing retain or to quotation (ii) Subject to clause 13.4(c), if: 13.4(c), clause Subject to (i) generally, in any case where such amendment case where in any generally, be materially not to Westpac by is considered as a whole. of Holders the interests to prejudicial (v) if Westpac is of the opinion that the amendment is: the amendment that is of the opinion if Westpac (i) (ii) (iii) (iv) (a) approved by a Special Resolution. by approved 13.4 Without limiting clause 13.2 and subject to clause 13.1, clause 13.1, limiting clause 13.2 and subject to Without approval, prior written with APRA’s may, Westpac if the amendment has been amend these Terms 13.3 (b) amend these Terms: (a) Subject to clause 13.1, and complying with all applicable with all applicable and complying clause 13.1, Subject to in (except approval prior written and with APRA’s laws may, Westpac 13.2(a)(iii) below), the case of paragraph of Holders, or approval assent without the authority, on a Level 1 or Level 2 basis. 2 basis. or Level 1 on a Level 13.2 No amendment to these Terms is permitted without is permitted these Terms No amendment to if such amendment approval prior written APRA’s of impact, the classification impact, or potentially would 1 Capital Tier 8 as Additional Capital Notes the Westpac 13 13.1 APPENDIX B APPENDIX 122 WESTPAC CAPITAL NOTES 8

APPENDIX B Westpac Capital Notes 8 Terms

take other steps acceptable to APRA to ensure 14.5 Meetings that the capital position of Westpac on a Level 1 and Level 2 basis as described in the Prudential The Deed Poll contains provisions for convening Standards will not be adversely affected, meetings of the Holders. Any such meeting may including, if required by APRA or the Prudential consider any matters affecting the interests of Holders, Standards, undertaking any capital injection including, without limitation, the amendment of these in relation to Westpac to replace the Westpac Terms and the granting of approvals, consents and Capital Notes 8; and waivers. (ii) any capital injection carried out pursuant to 14.6 Notices paragraph 13.4(d)(i) is: (A) unconditional; The Deed Poll contains provisions for the giving of notices. (B) occurs simultaneously with the substitution of the Approved Successor; and 14.7 No other rights (C) of equal or better quality capital and at least the same amount as the Westpac Capital Before Conversion, Westpac Capital Notes 8 confer no Notes 8, unless otherwise approved by APRA rights on a Holder: in writing. (a) to vote at, or receive notices of, any meeting of (e) Nothing in this clause 13.4 prevents Westpac from shareholders of Westpac; proposing, or limits, any scheme of arrangement or (b) to subscribe for new securities or to participate in other similar proposal that may be put to Holders or any bonus issues of securities of Westpac; or other members of Westpac. (c) to otherwise participate in the profits or property of Westpac, except as set out in these Terms. 13.5 Meanings In this clause “amend” includes modify, cancel, alter 14.8 Ability to trade, buy-back or or add to, and “amendment” has a corresponding purchase meaning. (a) Westpac or any member of the Westpac Group may, to the extent permitted by applicable laws and 14 General regulations and with APRA’s prior written approval, at any time buy or sell Westpac Capital Notes 8 14.1 Not deposit liabilities or in the open market, by tender to all or some of protected accounts the Holders, by private agreement or in any other manner, at any price. (a) Westpac Capital Notes 8 are not deposit liabilities of (b) Subject to APRA’s prior written approval, Westpac Westpac nor protected accounts for the purposes may purchase on-market or otherwise conduct a of the Banking Act or Financial Claims Scheme buy-back in relation to Westpac Capital Notes 8 at and are not subject to the depositor protection any time and at any price. provisions of the Banking Act. (c) Any Westpac Capital Note 8 purchased or bought- (b) No member of the Westpac Group (other than back by Westpac pursuant to this clause is Westpac) has any liability for Westpac Capital immediately cancelled. Notes 8 and neither Westpac nor any member of the Westpac Group guarantees Westpac Capital 14.9 Waiver of immunity Notes 8. Westpac irrevocably and unconditionally waives any 14.2 Further issues objection it may now or in the future have to the venue of any proceedings, and any claim it may now or in the Westpac reserves the right to issue further Westpac future have that any proceedings have been brought Capital Notes 8 or other securities which rank senior in an inconvenient forum, if that venue falls within to, equally with or behind existing Westpac Capital clause 15. Notes 8, whether in respect to distributions, dividends, return of capital on a Winding Up or otherwise. 14.10 Power of attorney 14.3 No set-off (a) Each Holder irrevocably appoints each of Westpac, its officers and any liquidator or administrator of Neither Westpac nor any Holder is entitled to set-off Westpac (each an “Attorney”) severally to be the any amounts due in respect of the Westpac Capital attorney of the Holder with power in the name Notes 8 against any amount of any nature owed by and on behalf of the Holder to sign all documents Westpac to the Holder or by the Holder to Westpac and transfers and do any other thing as may in the (as applicable). Attorney’s opinion be necessary or desirable to be 14.4 Quotation done in order for the Holder to observe or perform the Holder’s obligations under these Terms. Westpac must use all reasonable endeavours (b) The power of attorney given in this clause 14.10 and furnish all such documents, information and is given for valuable consideration and to secure undertakings as may be reasonably necessary in order the performance by the Holder of the Holder’s to procure quotation of Westpac Capital Notes 8 on the obligations under these Terms and is irrevocable. financial market operated by ASX. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 123 CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC means: Definitions Group. the relevant classes of members pass a pass of members classes the relevant the scheme; or approving resolution the that a report issues an independent expert with the scheme are in connection proposals of the holders of Ordinary interests in the best or Shares; class as being a separate treated Holders are the purposes of a scheme of arrangement for as of Westpac of the replacement in respect of the Westpac holding company the ultimate (i) (ii) (iii) the proposed successor holding company complies complies holding company successor the proposed and obtains with all applicable legal requirements (including approvals regulatory necessary any approval); prior written APRA’s severed. However, the remaining provisions of these provisions the remaining However, severed. and effect. of full force are Terms and the Shares Ordinary is made for bid a takeover and the bidder unconditional becomes, is, or offer than 50% of the in more interest has a relevant or on issue; Shares Ordinary be meetings to one or more orders a court a scheme of arrangement approve to convened which scheme Act of the Corporations 5.1 under Part interest a relevant a person having in result would will that Shares than 50% of the Ordinary in more and the scheme is implemented after be on issue either: Other than in relation to a Capital Trigger Event or a or a Event a Capital Trigger to in relation Other than a Conversion (including Event Trigger Non-Viability 8 on a Capital Trigger Capital Notes of the Westpac Trigger or Non-Viability Date Conversion Event of termination and any Date Conversion Event 5.8) and other than as otherwise rights under clause under these event if an specified in these Terms, which is not day on a stipulated occur must Terms the will be done on then the event Day, a Business Day. Business next to a reference is or cents $, dollars to A reference of Australia. currency the lawful to is a reference in these Terms time to A reference time. Australia South Wales, New Sydney, by made elections and determinations Calculations, binding on Holders are under these Terms Westpac error. of manifest in the absence is prohibited of these Terms provision If any not but would in its terms or unenforceable read if it were or unenforceable be prohibited that down, is capable of being read and down, If, accordingly. down be read must provision prohibited is still a provision this clause, despite not be would if the provision or unenforceable, or words if a word or unenforceable prohibited severed be must words the relevant omitted, were be must the whole provision other case, and, in any

Notwithstanding the foregoing, the proposed the proposed the foregoing, Notwithstanding holding the ultimate as of Westpac replacement an shall not constitute Group of the Westpac company if: Event Acquisition (c) 16.2 intention the contrary where except In these Terms, appears: Event Acquisition (a) (b) (n) (o) (p) (q) (r) Westpac Capital Notes 8 Terms Notes Capital Westpac definitions Interpretation Governing Law Governing A reference to a statute, ordinance, code or other code ordinance, a statute, to A reference Headings and boldings are for convenience only and convenience for Headings and boldings are of these Terms. the interpretation do not affect versa. and vice the plural singular includes The and other instruments includes regulations law amendments, re- under it and consolidations, them. of of any enactments or replacements of action to be taken by Westpac do not imply Westpac by taken be of action to the to or approval its consent APRA has given that Date. particular action as of the Issue scheme interest, bid, relevant takeover terms The buy-back and on-market buy-back of arrangement, the meaning given have when used in these Terms Act. in the Corporations Any provisions which refer to the requirements the requirements to which refer provisions Any other prudential regulatory of APRA or any only if Westpac Westpac apply to will requirements of an entity, or the holding company is an entity, APRA at and supervision by regulation subject to time. the relevant the prior requiring in these Terms provisions Any a particular course APRA for by approval written If a calculation is required under these Terms, unless unless under these Terms, is required If a calculation the calculation is expressed, intention the contrary decimal places. four to will be rounded under these be made to is required If a payment is expressed, intention the contrary unless Terms, dollars only. in Australian will be made the payment Notices may be given by Westpac to a Holder in the a to Westpac by be given may Notices for constitution Westpac’s by manner prescribed and members of Westpac to the giving of notices constitution of Westpac’s provisions the relevant to notices to modification apply with all necessary Holders. a clause is to specified, a reference otherwise Unless a clause of these Terms. to a reference maximum extent permitted by law, the provisions of the provisions law, by permitted maximum extent will prevail. these Terms Directors specified, the Westpac otherwise Unless these under of Westpac all powers exercise may or by Act the Corporations not, by as are Terms by be exercised to required constitution, Westpac’s meeting. in general Westpac Definitions and interpretation under Westpac’s under Westpac’s Definitions and interpretation the unless these Terms will also apply to constitution is expressed. intention contrary is if there otherwise requires, context the Unless of these the provisions between inconsistency any the then, to constitution Westpac’s and Terms

(l) (m) (k) (j) (i) (h) (g) (e) (f) (d) (c) (b) Terms unless the contrary intention appears or the appears intention the contrary unless Terms otherwise requires. context (a) 16.1 apply in these interpretation rules of following The 16 Interpretation and non-exclusive jurisdiction of the courts of New South New of jurisdiction of the courts non-exclusive or venue the it will not object to that and agrees Wales, been have or proceedings action the relevant claim that forum. in an inconvenient brought 15 South of New the laws by governed are Terms These the to submits party irrevocably Each Australia. Wales, APPENDIX B APPENDIX 124 WESTPAC CAPITAL NOTES 8

APPENDIX B Westpac Capital Notes 8 Terms

(d) the proposed successor holding company agrees ASX Settlement Operating Rules means the settlement to take any necessary action to give effect to an operating rules of ASX from time to time with any amendment to these Terms as contemplated in applicable modification or waiver granted by ASX. clause 13.4; Banking Act means the Banking Act 1959 (Cth). (e) the ordinary shares of the proposed successor holding company are to be listed on any BBSW Rate has the meaning given in clause 3.1. internationally recognised stock exchange; BBSW Rate Disruption Event has the meaning given in (f) the proposed successor holding company has clause 3.1. a place of business in New South Wales or has appointed a process agent in New South Wales to Bookbuild means a process conducted by or on behalf receive service of process on its behalf in relation to of Westpac whereby bids are lodged for the Westpac any legal proceedings arising out of or in connection Capital Notes 8, and, on the basis of those bids, with Westpac Capital Notes 8; Westpac determines the Margin. (g) the proposed successor holding company has, in Business Day means a day which is: the reasonable opinion of Westpac, the financial (a) a business day as defined in the ASX Listing Rules; capacity to satisfy Westpac’s obligations under and these Terms and the Deed Poll; and (b) for all purposes other than any calculation in respect (h) the proposed replacement of Westpac and the of a Conversion, a date on which banks are open for events described in paragraphs (c) to (e) would not, general business in Sydney. in the reasonable opinion of Westpac, otherwise adversely affect the interests of Holders. Buy Back means a transaction involving the acquisition by Westpac of its Ordinary Shares pursuant to the Acquisition Event Conversion Date has the meaning provisions of Part 2J of the Corporations Act. set out in clause 5.9(a)(iii). Capital Reduction means a reduction in capital by Additional Tier 1 Capital has the meaning prescribed by Westpac of its Ordinary Shares in any way permitted by APRA in the Prudential Standards. the provisions of Part 2J of the Corporations Act. ADI means an Authorised Deposit-taking Institution Capital Securities means shares or any equity, hybrid or under the Banking Act. subordinated debt capital security (whether comprised Administrative Action means any judicial decision, of one or more instruments) issued by Westpac official administrative pronouncement or action, excluding the Westpac Capital Notes 8. Capital published or private ruling, interpretative decision, Security has the corresponding meaning. regulatory procedure or policy, application of a Capital Trigger Event has the meaning given in regulatory procedure or policy and any notice or clause 5.1. announcement (including any notice or announcement of intent to adopt or make any of those things). Capital Trigger Event Conversion Date has the meaning set out in clause 5.2(d)(iii)(A). Alternative BBSW Rate has the meaning given in clause 3.1. Change of Law means: Applicable Regulations means the ASX Listing (a) an amendment to, change in or announced Rules, the ASX Settlement Operating Rules, the ASX prospective change that has been or will be Operating Rules, the rules and regulations of CHESS, introduced in any laws or regulations under those the Corporations Act and any rules or regulations made laws affecting taxation in Australia; under or pursuant to them. (b) a judicial decision interpreting, applying or clarifying Approved Replacement Notice has the meaning given laws or regulations affecting taxation in Australia; in clause 13.4(a). (c) an administrative pronouncement, ruling, confirmation, advice or action (including a failure Approved Successor means a holding company that or refusal to provide a ruling) affecting taxation replaces, or is proposed to replace, Westpac as the in Australia that represents an official position, ultimate holding company of the Westpac Group and including a clarification of an official position of the that satisfies the requirements under paragraphs (c) governmental authority or regulatory body making to (h) of the definition of ‘Acquisition Event’ in these the administrative pronouncement or taking any Terms. action; or Approved Successor Share means a fully paid ordinary (d) a challenge in relation to (or in connection with) the share in the capital of the Approved Successor. tax treatment of Westpac Capital Notes 8 asserted APRA means the Australian Prudential Regulation or threatened in writing from a governmental Authority (ABN 79 635 582 658) or any authority authority or regulatory body in Australia, succeeding to its powers or responsibilities. which amendment or change is announced or which ASX means ASX Limited (ABN 98 008 624 691) or action or clarification or challenge occurs on or after the securities market operated by it, as the context the Issue Date and which Westpac did not expect as at requires. the Issue Date. ASX Listing Rules means the listing rules of ASX from CHESS means the Clearing House Electronic time to time with any modifications or waivers in their Subregister System operated by ASX Settlement Pty application to Westpac, which ASX may grant. Limited (ABN 49 008 504 532). ASX Operating Rules means the market operating rules Chi-X means Chi-X Australia Pty Ltd (ABN 47 129 of ASX as amended, varied or waived by ASX from time 584 667), or the financial market operated by Chi-X to time. Australia Pty Ltd, as the context requires. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 125 (Cth)) (Cth)) has the meaning CAPITAL NOTES 8 NOTES CAPITAL Financial Sector Financial Sector (Cth) and Part IV of and Part (Cth) WESTPAC WESTPAC Foreign Acquisitions and Acquisitions Foreign means the financial claims means the financial (Cth), the (Cth), has the meaning prescribed by by has the meaning prescribed means the VWAP during the period means the VWAP means $100 per Westpac Capital means $100 per Westpac means either: means an amount of surplus assets means an amount of surplus assets Level 2 Level means the liquidator or other official means the liquidator means the date on which Westpac Capital Westpac on which means the date Competition and Consumer Act 2010 Act and Consumer Competition has the meaning given in clause 3.1. has the meaning given means sections 1471 through 1474 of the United of the United 1474 through 1471 means sections means, in respect of a Westpac Capital Note 8, Capital Note of a Westpac means, in respect and from being offered, holding or acquiring Ordinary Ordinary or acquiring holding offered, being from or prohibition if the relevant that (provided Shares of the Holder in respect only applies to restriction 8, it shall only be Notes Capital some of its Westpac of those in respect as an Ineligible Holder treated of the 8 and not in respect Capital Notes Westpac 8); or Capital Notes of its Westpac balance Capital in the Westpac a Holder whose address or who outside Australia is a place 8 Register Notes not be a resident may otherwise believes Westpac the that is not satisfied and Westpac of Australia permit of residence of the Holder’s country laws Shares of Ordinary holding or acquisition the offer, will not be bound to the Holder (but Westpac to or either unconditionally those laws), into enquire in which Westpac, with conditions compliance after and as acceptable regards discretion, its absolute not unduly onerous. a Holder who is prohibited or restricted by any any by or restricted a Holder who is prohibited in Australia in force or regulation applicable law 6 of the Chapter to (including but not limited the Act, Corporations 1975 Act Takeovers 1998 Act (Shareholdings) the Level 1 Level APRA in the Prudential Standards. Liquidator of a and administration the conduct for responsible Up. Winding Sum Liquidation 8 (as adjusted Capital Note Westpac $100 per equal to under clauses 5.2 or 5.4 or any Conversion any for under clause 5.8). of rights termination Margin (b) Value Initial Face 8. Note Date Issue be on or about to which is expected issued, 8 are Notes 2021. 15 September VWAP Date Issue in Ordinary on which trading Days of 20 Business but not preceding immediately place took Shares with in accordance as adjusted Date, including the Issue 9.7. to clauses 9.4 FATCA as amended of 1986, Code Revenue Internal States amendment, re-enactment consolidation, any (or and including of those provisions or replacement issued, or official interpretations regulations any with enacted non-US laws or into entered agreements those provisions). to respect Financial Claims Scheme Banking Act. under the scheme established Condition Scheduled Conversion First set out in clause 4.2(a)(i). Holder in the time being entered is for the person whose name of it as the owner 8 Register Capital Notes the Westpac persons, the or more two it is held jointly by where or, Capital persons whose names appear in the Westpac Westpac of the as the joint owners 8 Register Notes 8. Capital Note Ineligible Holder (a)

have have Converted means: and has the meaning has the meaning Corporations Act 2001 Act Corporations has the meaning given in has the meaning given Convert Westpac Capital Notes 8 Terms Notes Capital Westpac has the meaning given in has the meaning given means the period from (but (but means the period from means the has the meaning given in clause 3.1. in clause has the meaning given means the applicable: has the meaning given in clause 3.1. in clause has the meaning given means the conversion of all, some or in the of all, some or in conversion means the means as applicable either: means any interim, final or special dividends final or special interim, means any means the deed poll entitled “Westpac means the deed poll entitled “Westpac the Initial Face Value; or Value; the Initial Face the amount of by reduced Value the Initial Face 8 which has Capital Note per Westpac Value Face with in accordance Converted been previously of clause 5.2 or clause 5.4 or the rights in respect with in accordance terminated been which have clause 5.8. Westpac Capital Notes 2, Westpac Capital Notes 4, Capital Notes 2, Westpac Capital Notes Westpac Capital Notes 5, Westpac Capital Notes Westpac USD AT1 7 and Westpac Capital Notes 6, Westpac rank to or is expressed which ranks Securities) repayment 8 for Capital Notes equally with Westpac up. is wound of capital if Westpac or a return Westpac USD AT1 Securities) which ranks or is which ranks Securities) USD AT1 Westpac of a dividend, payment for rank to expressed Capital equally with Westpac or interest distribution 8; and Notes of, or repayment in the case of redemption of or acquisition of capital on, cancellation reduction Security (including a Capital of the Capital Security, in the case of a dividend, distribution or interest in or interest in the case of a dividend, distribution a Capital Security of the Capital Security, respect 2, Westpac Capital Notes (including Westpac 5, Westpac Capital Notes 4, Westpac Capital Notes 7 and Capital Notes 6, Westpac Capital Notes Scheduled Conversion Date; Scheduled Conversion Date; Conversion Event Capital Trigger Date; Conversion Event Trigger Non-Viability or Date; Conversion Event Acquisition Date. Optional Conversion

Face Value Face (a) (b) (b) (a) payable in accordance with the Corporations Act and Act with the Corporations in accordance payable Shares. Ordinary to in relation constitution Westpac’s Capital Security Ranking Equal including) the next Distribution Payment Date. Payment Distribution including) the next Rate Distribution Dividends Distribution Period Distribution until (and including) the first Date the Issue excluding) (but from or thereafter Date Payment Distribution until (and Date Payment each Distribution excluding) Distribution Payment Date Payment Distribution clause 3.5. Deed Poll and Westpac by executed 8 Deed Poll” Capital Notes of the Bookbuild. on or about the date dated Distribution Corporations Act Corporations (Cth). (e) Number Conversion clause 9.1. (b) (c) (d) corresponding meanings. corresponding Date Conversion (a) case of a Capital Trigger Event or Non-Viability Trigger Trigger or Non-Viability Event case of a Capital Trigger of each of Value the Face of a proportion only, Event Shares Ordinary 8 into Notes Capital Westpac the, and under these Terms Common Equity Tier 1 Capital Tier Equity Common Prudential Standards. APRA in the by prescribed Conversion APPENDIX B APPENDIX 126 WESTPAC CAPITAL NOTES 8

APPENDIX B Westpac Capital Notes 8 Terms

Maximum Conversion Number has the meaning given Redemption Date means, in respect of each Westpac in clause 9.1. Capital Note 8: Next Distribution Payment Date means the scheduled (a) 21 September 2029, 21 December 2029, quarterly Distribution Payment Date immediately 21 March 2030 or 21 June 2030; or following the date on which the Optional Conversion (b) the date specified by Westpac as the Redemption Notice, Redemption Notice or Transfer Notice (as Date in accordance with clause 7.2(b)(i)(B). applicable) was given by Westpac provided that if such Distribution Payment Date is less than 21 Business Days Redemption Notice means a notice issued in following the date on which such notice was given accordance with clause 7. then it shall be the immediately following Distribution Registrar means Link Market Services Limited (ABN Payment Date. 54 083 214 537) or any other person appointed by Nominated Party means one or more third parties Westpac to maintain the Westpac Capital Notes 8 selected by Westpac in its absolute discretion (which Register. cannot include a member of the Westpac Group Regulatory Event means either: or a related entity (as described in the Prudential Standards) of Westpac). (a) as a result of: Non-Viability Trigger Event has the meaning given in (i) any amendment to, clarification of, or change clause 5.3. (including any announcement of a prospective change that has been or will be introduced) in Non-Viability Trigger Event Conversion Date has the the laws or regulations of Australia; or meaning set out in clause 5.4(c)(iii)(A). (ii) any Administrative Action or any amendment to, Optional Conversion means a Conversion in clarification of, or change in an Administrative accordance with clause 6. Action, in each case by any legislative body, court, Optional Conversion Date means, in respect of each government authority or regulatory body Westpac Capital Note 8: (irrespective of the manner in which such (a) 21 September 2029, 21 December 2029, amendment, clarification, change or Administrative 21 March 2030 or 21 June 2030; or Action is effective or Administrative Action is (b) the date specified by Westpac as the Optional announced) after the Issue Date provided it was not Conversion Date in accordance with clause 6.3(b)(i)(B). expected by Westpac as at the Issue Date: Optional Conversion Notice means a notice issued in (iii) more than de minimis additional requirements accordance with clause 6. would be imposed on the Westpac Group in relation to the Westpac Capital Notes 8; or has the meaning given Optional Conversion Restriction (iv) there would be a more than de minimis negative in clause 6.2. impact on the Westpac Group in relation to (or Ordinary Share means a fully paid ordinary share in the in connection with) Westpac Capital Notes 8, capital of Westpac. in relation to which Westpac has received a Prospectus means the prospectus relating to the supporting opinion of reputable legal counsel offer of Westpac Capital Notes 8 dated on or about in Australia, experienced in such matters, or 17 August 2021 and any supplementary or replacement confirmation from APRA, and which Westpac prospectus. determines, at its sole discretion, to be unacceptable; or Prudential Standards means the Prudential Standards and guidelines published by APRA and applicable to (b) as a result of any amendment to, clarification Westpac or the Westpac Group from time to time. of, or change (including any announcement of a prospective change that has been or will be Reclassification has the meaning given in clause 9.3. introduced) in any laws or regulations (including Record Date means, in the case of: the Prudential Standards) by any legislative body, court, government authority or regulatory (a) the payment of Distributions, the date which is body (irrespective of the manner in which such eight calendar days before the relevant Distribution amendment, clarification or change is effective) Payment Date or, if that date does not fall on a after the Issue Date, Westpac determines, after Business Day, the immediately preceding Business having received a supporting opinion of reputable Day (or such other date as may be prescribed under legal counsel in Australia, experienced in such the ASX Listing Rules or, if not prescribed by the matters, or confirmation from APRA, that all, some ASX Listing Rules, a date determined by Westpac or a proportion of the Face Value of all or some, and notified to ASX); and Westpac Capital Notes 8 are not or will not be (b) the payment of the Face Value of the Westpac treated as Additional Tier 1 Capital of the Westpac Capital Note 8 upon a Redemption or Transfer, a Group under the Prudential Standards, other than date determined by Westpac and notified to ASX as a result of a change of treatment expected by (or such other date as may be prescribed by ASX). Westpac as at the Issue Date or because Westpac has exceeded a limit or other restriction on the Redemption means the redemption of all or some recognition of Additional Tier 1 Capital which was in Westpac Capital Notes 8 for their Face Value under effect on the Issue Date or which on the Issue Date these Terms and Redeem, Redeemable and Redeemed is expected by Westpac to come into effect. have corresponding meanings. 1 2 3 4 5 6 7 8 APPENDIX A APPENDIX B 127 de CAPITAL NOTES 8 NOTES CAPITAL WESTPAC WESTPAC means a notice issued in accordance in accordance issued means a notice means: means, in respect of each Westpac of each Westpac means, in respect has the meaning prescribed by APRA in APRA by has the meaning prescribed the Ordinary Shares are quoted for trading trading for quoted are Shares the Ordinary and on ASX; place, took Shares in Ordinary trading occurs when Westpac determines, after after determines, when Westpac occurs means the transfer of Westpac Capital Notes 8 Capital Notes of Westpac means the transfer 20 Business Days on which trading in Ordinary in Ordinary on which trading Days 20 Business (but preceding immediately place took Shares Conversion Event not including) the Acquisition and Date; the after Days the number of Business on which: Event of the Acquisition occurrence (A) (B) means, subject to any adjustments under adjustments any means, subject to means these terms and conditions of Westpac of Westpac and conditions means these terms (i) (ii) in each case immediately preceding (but not preceding in each case immediately the Acquisition before Day including) the Business Date; Conversion Event in the case of a Conversion resulting from an from resulting in the case of a Conversion of: the lesser Event Acquisition Westpac would be exposed to a more than a more to be exposed would Westpac cost or increased tax consequence minimis adverse 8; or Capital Notes Westpac to in relation not be a frankable would Distribution any of of Division 202 within the meaning distribution Act. the Tax 21 December 2029, 21 September 2029, or or 21 June 2030; 21 March 2030 Date the Transfer as Westpac specified by the date with clause 8.2(b)(i)(B). in accordance Transfer Notice Transfer with clause 8. VWAP of the daily volume the average and 9.3, clauses 9.2 and each average (such sales prices average weighted in being expressed price sales such daily average the nearest to and rounded dollars and cents Australian of upwards) being rounded with A$0.005 full cent, during the and Chi-X sold on ASX Shares Ordinary but does not days relevant period or on the relevant outside the “Open transacted “crossing” include any at transacted crossing” “special or any State” Session Rules or Operating each as defined in the ASX time, any the exercise pursuant to or trades trades overseas any Shares. Ordinary of options over Period VWAP (a) Tax Event Tax legal reputable opinion of a supporting receiving experienced in Australia, or other tax adviser counsel of Law) of a Change (as a result that in such matters, risk that: than insubstantial is a more there (a) (b) Terms 8. Capital Notes Capital 1 Tier the Prudential Standards. Transfer with in accordance Party a Nominated to Holders by meaning. has a corresponding clause 8 and Transferred Date Transfer 8: Capital Note (a) (b)

has the Income Tax Income (Cth) or the (Cth) Income Tax Tax Income (Cth) (both as (Cth) means the Act 1936 Act

has the meaning given in has the meaning given (Cth) includes a reference includes a reference (Cth) means a scheme of Westpac Capital Notes 8 Terms Notes Capital Westpac (Cth)); and (Cth)); means: means a security forming part of the security forming means a means all creditors of Westpac of Westpac means all creditors has the meaning given in clause 13.4(a). has the meaning given means the nominee (who cannot be a means the nominee has the meaning given in the Corporations in the Corporations has the meaning given means: Income Tax Assessment Tax Income an Equal Ranking Capital Security; or Ranking an Equal Share. an Ordinary payable; and payable; made under such laws. regulation any the 1997 Act Assessment Tax Income be, case may as the time, time to amended from section of the any to and a reference 1936 Act Assessment in the section as rewritten that to 1997 Assessment tax of income setting the rate other law any the written approval of Holders holding at least 75% 75% least of Holders holding at approval the written 8. Capital Notes of the Westpac a resolution passed at a meeting of Holders by a a meeting of Holders by at passed a resolution by cast validly of the votes 75% least majority of at vote and entitled to proxy Holders in person or by or on the resolution; whose claims are admitted in a Winding Up; and in a Winding admitted whose claims are not made as holders of whose claims are arising under: indebtedness (i) (ii)

(c) (b) Tax Act Tax (a) Subsidiary Act. (b) Special Resolution (a) to which all, or substantially all of the property, assets assets all of the property, which all, or substantially to or where transferred are and undertaking of Westpac a not involving effect with similar an arrangement is implemented. or insolvency bankruptcy bankruptcy or insolvency, where the obligations of the obligations where or insolvency, bankruptcy Westpac the outstanding to in relation Westpac entity the successor by assumed 8 are Capital Notes Solvent Reconstruction Solvent a not involving or reconstruction, amalgamation (b) and all holders of Westpac’s senior or subordinated senior or subordinated and all holders of Westpac’s debt: (a) Second Scheduled Conversion Condition Scheduled Conversion Second meaning set out in clause 4.2(a)(ii). Senior Creditors Westpac of including depositors and future), (present Scheduled Conversion Date Scheduled Conversion clause 4.1. receive Ordinary Shares on Conversion or who are or who are on Conversion Shares Ordinary receive Ineligible Holders. Conditions Scheduled Conversion 4.2. in clause conditions appointed by Westpac under the facility established established the facility under Westpac by appointed on Westpac by issued Shares the sale of Ordinary for wish to on behalf of Holders who do not Conversion Replacement Sale Agent entity (as or a related Group member of the Westpac of Westpac) Standards) described in the Prudential Relevant Security Relevant 2 1 basis or Level on a Level Westpac 1 Capital of Tier basis. APPENDIX B APPENDIX 128 WESTPAC CAPITAL NOTES 8

APPENDIX B Westpac Capital Notes 8 Terms

(b) in the case of a Conversion resulting from a Capital Westpac Level 2 Common Equity Tier 1 Capital Ratio Trigger Event, or a Non-Viability Trigger Event, means, in respect of the Westpac Level 2 Group, the period of 5 Business Days on which trading in the ratio of the Common Equity Tier 1 Capital of the Ordinary Shares took place immediately preceding Westpac Level 2 Group to the risk weighted assets of (but not including) the Conversion Date; the Westpac Level 2 Group, calculated in accordance (c) in the case of any other Conversion, the period with the Prudential Standards. of 20 Business Days on which trading in Ordinary Westpac Level 2 Group means Westpac and each Shares took place immediately preceding (but not Subsidiary that is recognised by APRA as part of including) the Conversion Date; or Westpac’s Level 2 group in accordance with the (d) otherwise, the period for which the VWAP is to be Prudential Standards. calculated in accordance with these Terms. Westpac USD AT1 Securities means the fixed Westpac means Westpac Banking Corporation (ABN rate resetting perpetual subordinated contingent 33 007 457 141). convertible securities issued by Westpac, acting through its New Zealand branch, under the indenture means the notes issued by Westpac Capital Notes 2 dated 7 September 2017, as supplemented by the first Westpac under the note deed poll dated 7 May 2014. supplemental indenture dated 21 September 2017. Westpac Capital Notes 4 means the notes issued by Winding Up means: Westpac, under the note deed poll dated 23 May 2016. (a) a court order is made in Australia for the winding means the Westpac Capital Westpac Capital Notes 5 up of Westpac (and such order is not successfully Notes 5 issued by Westpac under the note deed poll appealed or set aside within 30 days); or dated 9 February 2018. (b) an effective resolution is passed by shareholders Westpac Capital Notes 6 means the Westpac Capital or members for the winding up of Westpac in Notes 6 issued by Westpac under the note deed poll Australia, dated 18 November 2019. other than in connection with a Solvent Reconstruction. Westpac Capital Notes 7 means the Westpac Capital Notes 7 issued by Westpac under the note deed poll A Winding Up must be commenced by a court order dated 12 November 2020. or an effective resolution of shareholders or members. Neither (i) the making of an application, the filing Westpac Capital Notes 8 means the Westpac Capital of a petition, or the taking of any other steps for Notes 8 issued by Westpac under these Terms. the winding up of Westpac (or any other procedure whereby Westpac may be dissolved, liquidated, Westpac Capital Notes 8 Register means the register of Holders maintained by Westpac or its agent and sequestered or cease to exist as a body corporate), includes any subregister established and maintained nor (ii) the appointment of a receiver, administrator, under CHESS. administrative receiver, compulsory manager, Banking Act statutory manager or other similar officer (other Westpac Directors means some or all of the directors than a Liquidator) in respect of Westpac, constitutes a of Westpac acting as a board. Winding Up for the purposes of these Terms. Westpac Group means Westpac and its controlled 16.3 Inconsistency with ASX Listing entities taken as a whole. Rules Westpac Level 1 Common Equity Tier 1 Capital Ratio means, in respect of the Westpac Level 1 Group, So long as Westpac Capital Notes 8 are quoted on ASX, the ratio of the Common Equity Tier 1 Capital of the these Terms as they relate to those Westpac Capital Westpac Level 1 Group to the risk weighted assets of Notes 8 are to be interpreted in a manner consistent the Westpac Level 1 Group, calculated in accordance with the applicable ASX Listing Rules, provided always with the Prudential Standards. that where a clause of these Terms is required to give effect to the Prudential Standards, the interpretation Westpac Level 1 Group means either: which gives effect to that APRA requirement shall (a) Westpac; or prevail. (b) the “extended licensed entity” which is comprised of Westpac and each Subsidiary of Westpac as specified in any approval granted by APRA in accordance with the Prudential Standards. 1 2 3 4 5 6 6 7 8 APPENDIX A APPENDIX B iii

CAPITAL NOTES 8 NOTES CAPITAL

WESTPAC WESTPAC

Ord Minnett Limited Limited Minnett Ord NAB House Street 8, 255 George Level 2000 NSW Sydney Limited and Partners Shaw Tower Chifley 7, Level Square 2 Chifley 2000 NSW Sydney Co-Managers Securities Limited Bell Potter Place Aurora 38, 88 Philip Street Level 2000 NSW Sydney Limited Management Wealth Crestone Tower 32, Chifley Level Square 2 Chifley 2000 NSW Sydney Joint Lead Managers Joint Lead Bank Institutional Westpac Place 2, Westpac Level Street Kent 275 2000 NSW Sydney ANZ Securities Limited Melbourne ANZ Centre Street 833 Collins 9, Level Docklands VIC 3008 Pty Limited Australia Global Markets Citigroup Centre 23, Citigroup Level Street 2 Park 2000 NSW Sydney Bank of Australia Commonwealth 1 Tower 21, Darling Park Level Street Sussex 201 2000 NSW Sydney Financial Limited Morgans Centre Riverside 29, Level 123 Eagle Street Brisbane QLD 4000 Bank Limited Australia National 6 Level Street 2 Carrington 2000 NSW Sydney

(outside Australia) Australia) (outside within Australia) (local call cost time) Sydney 7.30pm, – 8.30am to Friday to (Monday Website: Website: westpac.com.au/westpaccapnotes8 Line Information Capital Notes 8 Westpac 1300 660 106 and +61 1300 660 106 (in Australia) HOW TO CONTACT US CONTACT TO HOW Sydney NSW 2000 NSW Sydney Arranger and Joint Lead Manager and Joint Lead Arranger Bank Institutional Westpac Place 2, Westpac Level Street Kent 275 Level 12, 680 George Street 12, 680 George Level 2000 NSW Sydney Registrar Limited Services Link Market Watermans Quay Watermans Barangaroo 2000 NSW Sydney Accounting Adviser Accounting Securities Limited PricewaterhouseCoopers Sydney Towers One International Barangaroo 2000 NSW Sydney PricewaterhouseCoopers Sydney Towers One International Quay Watermans Sydney NSW 2000 NSW Sydney Auditor including the Reinvestment Offer including the Reinvestment & Herbert Smith Freehills Greenwoods ANZ Tower Street Castlereagh 161 Australian taxation adviser to the Offer, the Offer, adviser to taxation Australian Allens 28, Deutsche Bank Place Level & Phillip Streets Hunter Corner 2000 NSW Sydney Australian legal adviser to the Offer, the Offer, legal adviser to Australian Offer Reinvestment including the Level 18, Westpac Place 18, Westpac Level Street Kent 275 2000 NSW Sydney Registered Office of Westpac Office Registered Corporation Banking Westpac Secretariat Group Westpac Corporate Directory Corporate