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Western Australian Treasury Corporation Prospectus dated 31 October 2016 U.S.$2,000,000,000 Euro Medium Term Notes Western Australian Treasury Corporation (ABN 22 300 359 323) Due from 1 month to 30 years from the date of issue guaranteed by The Treasurer on behalf of the State of Western Australia Under the Euro Medium Term Note Programme (the “Programme”) Western Australian Treasury Corporation (the “Issuer” or “WATC”), subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes denominated in such currencies as are provided herein (the “Notes”). Subject as provided herein, Notes will have maturities from 1 month to 30 years from the date of issue. The aggregate nominal amount of Notes outstanding will not at any time exceed U.S.$2,000,000,000 (or the equivalent in other currencies at the date of issue). The Notes will be guaranteed by the Treasurer on behalf of the State of Western Australia (such guarantee, the “Guarantee”). The Notes are subject to redemption at the option of the Issuer in the event of certain changes affecting Australian taxation as described in “Terms and Conditions of the Notes- Redemption and Purchase”. The Notes may bear interest on a fixed or floating rate basis, or be issued on a fully discounted basis and not bear interest, and the amount payable on the redemption of Notes will be fixed. Notes will be issued in series (each a “Series”) having one or more issue dates and the same maturity date, bearing interest (if any) on the same basis and at the same rate and on terms otherwise identical. Each Series may be issued in tranches on different issue dates. The requirement to publish a prospectus under the Prospectus Directive only applies to Notes which are to be admitted to trading on a regulated market in the European Economic Area and/or offered to the public in the European Economic Area in circumstances where no exemption is available under Article 3.2 of the Prospectus Directive (as implemented in the relevant Member State(s)). References in this Prospectus to exempt notes (the “Exempt Notes”) are to Notes for which no prospectus is required to be published under the Prospectus Directive. The UK Listing Authority has neither approved nor reviewed information contained in this Prospectus in connection with Exempt Notes. Application has been made to the Financial Conduct Authority under Part VI of the Financial Services and Markets Act 2000 (“FSMA”) (the “UK Listing Authority”) for Notes (other than Exempt Notes) issued under the Programme for the period of 12 months from the date of this Prospectus to be admitted to the official list of the UK Listing Authority (the “Official List”) and to the London Stock Exchange plc (the “London Stock Exchange”) for such Notes to be admitted to trading on the London Stock Exchange’s Regulated Market (the “Market”). References in this Prospectus to Notes being “listed” (and all related references) shall mean that such Notes have been admitted to trading on the Market and have been admitted to the Official List. The Market is a regulated market for the purposes of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. However, Notes may be issued pursuant to the Programme which will not be listed on the Market or any other stock exchange. The relevant final terms (the “Final Terms”), or, in the case of Exempt Notes, the relevant pricing supplement (the “Pricing Supplement”) in respect of the issue of any Notes will specify whether or not such Notes will be listed on the Market (or any other stock exchange). Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche of each Series of Notes will (other than in the case of Exempt Notes, as defined above) be set out in the relevant Final Terms which will be filed with the UK Listing Authority. This Prospectus and the Final Terms in relation to Notes to be listed on the Official List of the London Stock Exchange will also be published on the website of the London Stock Exchange. In the case of Exempt Notes, notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche of each Series will be set out in the relevant Pricing Supplement. Each tranche of each Series of Notes in bearer form with a maturity of more than 1 year will initially be represented by a temporary Global Note and each tranche of each Series of Notes in bearer form with a maturity of up to and including 1 year will be represented by a permanent Global Note. Notes in registered form will be evidenced by registered certificates (each a “Certificate”). Global Notes and Certificates will be deposited on the issue date with a common depositary on behalf of Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”). Interests in temporary Global Notes will be exchangeable for definitive Notes or for interests in permanent Global Notes. Interests in permanent Global Notes will be exchangeable for definitive Notes in bearer form or registered form as described under “Summary of Provisions relating to the Notes while in Global Form” below. Prospective investors should have regard to the factors described under the section headed “Risk Factors” in this Prospectus. For a discussion of “Risk Factors”, see page 14 below. The credit ratings of the State (as defined herein) set out on page 68 are provided by Moody’s Investors Service Pty Limited (“Moody’s”) and Standard and Poor’s (Australia) Pty Limited (“Standard & Poor’s”). Moody’s is not established in the European Union and is not registered in accordance with Regulation (EC) No. 1060/2009 (the “CRA Regulation”), but ratings issued by Moody’s are endorsed by Moody’s Investor Services Limited, which is established in the European Union and registered in accordance with the CRA Regulation. Standard & Poor’s is not established in the European Union and is not registered in accordance with the CRA Regulation, but ratings issued by Standard & Poor’s are endorsed by Standard & Poor’s Credit Market Services Limited, which is established in the European Union and registered in accordance with the CRA Regulation. Dealers ANZ BofA Merrill Lynch Citigroup Commonwealth Bank of Australia Credit Suisse Daiwa Capital Markets Europe Deutsche Bank Mizuho Securities National Australia Bank Limited Nomura RBC Capital Markets SMBC Nikko UBS Investment Bank Westpac Banking Corporation Arranger Credit Suisse The date of this Prospectus, which supersedes and replaces the previous prospectus relating to the Programme dated 30 October 2015, is 31 October 2016 This Prospectus comprises a base prospectus in respect of all Notes other than Exempt Notes issued under the Programme for the purposes of Article 5.4 of Directive 2003/71/EC (the “Prospectus Directive”) (and the amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. For the purpose of giving information with regard to the Issuer, the Treasurer on behalf of the State of Western Australia (the “Guarantor”), the State of Western Australia (the “State”) and the Notes which, according to the particular nature of the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer. The Issuer (the “Responsible Person”) and the Guarantor (only in relation to information relating to itself and the Guarantee) accept responsibility for the information contained in this Prospectus, the applicable Final Terms, or, in the case of Exempt Notes, the applicable Pricing Supplement for each tranche of each Series of the Notes issued under the Programme. To the best of the knowledge of the Issuer and the Guarantor (only in relation to information relating to itself and the Guarantee), each of which has taken all reasonable care to ensure that such is the case, the information contained in this Prospectus, the applicable Final Terms, or, in the case of Exempt Notes, the applicable Pricing Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. This Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “Documents Incorporated by Reference” below) and with any supplemental prospectus which may be issued from time to time pursuant to Section 87G of the FSMA. No person has been authorised by the Issuer or the Guarantor to give any information or to make any representations other than those contained in this Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or representations must not be relied upon as having been authorised by the Issuer or any of the Dealers (as defined on page 9). Neither the delivery of this Prospectus nor any offering or sale of the Notes made in connection herewith shall, under any circumstances, create any implication that there has been no change in the affairs or financial condition of the Issuer, the Guarantor or the State since the date hereof. The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted by law.
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