Scheme Booklet Supplement This booklet contains a copy of the Independent Expert’s Report, the Investigating Accountant’s Report and the Merger Implementation Agreement For a proposal to merge St.George Bank Limited (ABN 92 055 513 070) and Westpac Banking Corporation (ABN 33 007 457 141) If you are in any doubt as to how to deal with this document, please consult your financial, legal, tax or other professional adviser immediately. Financial adviser to Legal adviser to St.George Bank Limited St.George Bank Limited St.George Bank Limited (ABN 92 055 513 070) 2 Important notices Contents Purpose of this Scheme Booklet Supplement Consents Important notices IFC This Scheme Booklet Supplement provides St.George Consent to be named Security Holders with additional information about the The following persons have given and have not, before 1. Independent Expert’s Report 1 Merger Proposal, SAINTS Scheme and Option Scheme. the date of this Scheme Booklet Supplement, withdrawn This additional information is in addition to the Scheme their written consent to be named in this Scheme 2. Investigating Accountant’s Report 181 Booklet dated 29 September 2008. Booklet Supplement in the form and context in which 3. Merger Implementation Agreement 189 they are named: UBS as financial adviser to St.George; St.George Security Holders should read the Scheme PricewaterhouseCoopers Securities Ltd as the Corporate directory IBC Booklet in its entirety before making a decision as to how Investigating Accountant; Grant Samuel & Associates Pty to vote on the resolutions to be considered at the relevant Limited as the Independent Expert; Allens Arthur Robinson Scheme Meeting and the Extraordinary General Meeting. as legal adviser to St.George; Greenwood & Freehills Pty Further information Limited as tax adviser to St.George; KPMG as external St.George Security Holders can obtain a copy of the auditor to St.George; and Computershare Investor Scheme Booklet by contacting the St.George InfoLine Services Pty Limited as the St.George Registry. on 1800 804 457 (within Australia) or +61 3 9415 4024 Consent to the inclusion of reports (outside Australia) between 9.00am and 5.00pm This Scheme Booklet Supplement contains the (Sydney time), Monday to Friday, or from the Independent Expert’s Report (prepared by Grant Samuel website www.stgeorgemerger.com.au. & Associates Pty Limited as Independent Expert) and the Defined terms Investigating Accountant’s Report (prepared by Capitalised terms and certain abbreviations used in PricewaterhouseCoopers Securities Ltd as Investigating this Scheme Booklet Supplement have the defined Accountant). Each of those persons has consented to the meanings set out in the Glossary in Section 13 of the inclusion of the report it has prepared, in the form and Scheme Booklet. context in which the report appears in this Scheme Booklet Supplement, and has not withdrawn that consent at the Privacy and personal information date of this Scheme Booklet Supplement. St.George and Westpac and their respective share registries may collect personal information in the process Disclaimers of responsibility of implementing the Merger Proposal, the SAINTS Scheme Each person named above: has not authorised or caused or the Option Scheme. The personal information may the issue of this Scheme Booklet Supplement; does not include the names, addresses, other contact details, bank make, or purport to make, any statement in this Scheme account details and details of the holdings of St.George Booklet Supplement or any statement on which a Security Holders, and the names of individuals appointed statement in this Scheme Booklet Supplement is based by St.George Security Holders as proxies, corporate other than PricewaterhouseCoopers Securities Ltd representatives or attorneys at the Scheme Meetings (in relation to its Investigating Accountant’s Report) and Extraordinary General Meeting. and Grant Samuel & Associates Pty Limited (in relation to its Independent Expert’s Report); and to the maximum St.George Security Holders who are individuals and the extent permitted by law, expressly disclaims all liability other individuals in respect of whom personal information in respect of, makes no representation regarding, and is collected as outlined above have certain rights to takes no responsibility for, any part of this Scheme access the personal information collected in relation Booklet Supplement other than a reference to its name to them. Such individuals should contact the St.George and the report (if any) included in this Scheme Booklet Registry on 1800 804 457 (within Australia) or Supplement with the consent of that party. +61 3 9415 4024 (outside Australia) between 9.00am and 5.00pm (Sydney time), Monday to Friday, or e-mail [email protected] in the first instance if they wish to request access to that personal information. The personal information is collected for the primary purpose of assisting St.George and Westpac to implement the Merger Proposal, the SAINTS Scheme and the Option Scheme and conduct the Scheme Meetings and the Extraordinary General Meeting. The personal information may be disclosed to St.George’s and Westpac’s share registries, to securities brokers, to third party service providers, including print and mail service providers and professional advisers, to Related Bodies Corporate of St.George, Westpac and each of their agents and contractors, and to ASX and other regulatory authorities, and in any case, where disclosure is required or allowed by law or where the individual St.George Security Holder has consented. Personal information of St.George Security Holders may be used to call them in relation to their securities, the Merger Proposal, SAINTS Scheme and/or Option Scheme. St.George Security Holders who appoint an individual as their proxy, corporate representative or attorney to vote at the Scheme Meetings and the Extraordinary General Meeting should ensure that they inform such an individual of the matters outlined above. Date of this Scheme Booklet Supplement This Scheme Booklet Supplement is dated 29 September 2008. ST.GEORGE SCHEME BOOKLET SUPPLEMENT 1 Independent Expert’s Report 1 2 Independent Expert’s Report (continued) Financial Services Guide and Independent Expert’s Report in relation to the Proposal by Westpac Banking Corporation Grant Samuel & Associates Pty Limited (ABN 28 050 036 372) 29 September 2008 ST.GEORGE SCHEME BOOKLET SUPPLEMENT 3 GRANT SAMUEL & ASSOCIATES LEVEL 19 GOVERNOR MACQUARIE TOWER 1 FARRER PLACE SYDNEY NSW 2000 GPO BOX 4301 SYDNEY NSW 2001 T: +61 2 9324 4211 / F: +61 2 9324 4301 www.grantsamuel.com.au Financial Services Guide Grant Samuel & Associates Pty Limited (“Grant Samuel”) holds Australian Financial Services Licence No. 240985 authorising it to provide financial product advice on securities and interests in managed investments schemes to wholesale and retail clients. The Corporations Act 2001 requires Grant Samuel to provide this Financial Services Guide (“FSG”) in connection with its provision of an independent expert’s report (“Report”) which is included in a document (“Disclosure Document”) provided to members by the company or other entity (“Entity”) for which Grant Samuel prepares the Report. Grant Samuel does not accept instructions from retail clients. Grant Samuel provides no financial services directly to retail clients and receives no remuneration from retail clients for financial services. Grant Samuel does not provide any personal retail financial product advice to retail investors nor does it provide market-related advice to retail investors. When providing Reports, Grant Samuel’s client is the Entity to which it provides the Report. Grant Samuel receives its remuneration from the Entity. In respect of the Report for St.George Bank Limited (“St.George”) in relation to the proposal from Westpac Banking Corporation (“the St.George Report”), Grant Samuel will receive a fixed fee of $1.8 million plus reimbursement of out-of-pocket expenses for the preparation of the Report (as stated in Section 12.3 of the St.George Report). No related body corporate of Grant Samuel, or any of the directors or employees of Grant Samuel or of any of those related bodies or any associate receives any remuneration or other benefit attributable to the preparation and provision of the Report. Grant Samuel is required to be independent of the Entity in order to provide a Report. The guidelines for independence in the preparation of Reports are set out in Regulatory Guide 112 issued by the Australian Securities & Investments Commission on 30 October 2007. The following information in relation to the independence of Grant Samuel is stated in Section 12.3 of the St.George Report: “Grant Samuel and its related entities do not have at the date of this report, and have not had within the previous two years, any shareholding in or other relationship with St.George or Westpac that could reasonably be regarded as capable of affecting its ability to provide an unbiased opinion in relation to the Westpac Proposal. Grant Samuel group executives hold parcels of shares in St.George and Westpac totalling approximately 10,000 and 5,000 respectively. Grant Samuel had no part in the formulation of the Westpac Proposal. Its only role has been the preparation of this report. Grant Samuel will receive a fixed fee of $1.8 million for the preparation of this report. This fee is not contingent on the outcome of the Westpac Proposal. Grant Samuel’s reasonable out of pocket expenses in relation to the preparation of the report will be reimbursed. Grant Samuel will receive no other benefit for the preparation of this report. Grant Samuel considers itself to be independent in terms of Regulatory Guide 112 issued by ASIC on 30 October 2007.” Grant Samuel has internal complaints-handling mechanisms and is a member of the Financial Industry Complaints Services’ Complaints Handling Tribunal, No. F 4197. Grant Samuel is only responsible for the Report and this FSG. Complaints or questions about the Disclosure Document should not be directed to Grant Samuel which is not responsible for that document.