WEBNF Westpac Banking Corp Ltd (PK)

If all of the notes have not been redeemed, purchased, cancelled, Written-Off or Converted by the Issuer by the Reset Date, the interest payable on the Outstanding Principal Amount semi-annually in arrears for the period from, and including, the Reset Date to, but excluding, the Maturity Date shall be reset to a fixed rate per annum equal to:

·      the prevailing 1-Year USD Treasury Rate (“1-Year U.S. Treasury Rate”) on the Reset Determination Date; plus

·      the Spread.

“1-Year U.S. Treasury Rate” is calculated by the Calculation Agent as an interest rate expressed as a percentage determined to be the per annum rate equal to the yield to maturity for U.S. Treasury securities with a maturity of one year as published in the most recent H.15.

“Benchmark 10-Year Treasury Yield” means 4.418 per cent.

“H.15” means the daily statistical release designated as such, or any successor publication, published by the Board of Governors of the United States Federal Reserve System that establishes yield on actively traded U.S. Treasury securities under the caption “Treasury constant maturities”, or any successor site or publication, that establishes yield on actively traded U.S. Treasury securities, and “most recent H.15” means the H.15 which includes a yield to maturity for U.S. Treasury securities with a maturity of one year published closest in time but prior to the Reset Determination Date.

“Reset Business Day” means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in Sydney, Australia, New York, New York and London, United Kingdom.

“Reset Determination Date” means the second Reset Business Day immediately preceding the Reset Date.

“Spread” means 1.20 per cent per year, being the difference between the Re-offer Yield on the Trade Date and the Benchmark 10-Year Treasury Yield at the time of pricing on the Trade Date.

For a description of debts preferred by law, see “Description of the Subordinated Debt Securities—Ranking” in the Prospectus.

However, it is unlikely a Winding-Up will occur without a Non-Viability Trigger Event having occurred first and the notes being Converted or Written-off. In that event:

·      if the notes have Converted into Ordinary Shares, holders will rank equally with existing holders of Ordinary Shares; and

·      if the notes are Written-off, all rights in relation to the notes will be terminated, and holders will not have their Outstanding Principal Amount repaid or receive any outstanding interest or accrued interest, or have the right to have the notes Converted into Ordinary Shares. In such an event, a holder’s investment in the notes will lose all of its value and such holder will not receive any compensation.

Subject to certain limitations, the Issuer may redeem all, but not less than all, of the notes on the Reset Date, as described in the Preliminary Prospectus Supplement under “Description of the Notes” and in the Prospectus under “Description of the Subordinated Debt Securities—Redemption of Subordinated Debt Securities—General”. Redemption is subject to the prior written approval of APRA (which may or may not be given and Holders should not expect that APRA’s prior written approval will be given for any redemption of the notes if requested by the Issuer). Any redemption of the notes does not imply or indicate that the Issuer will in future exercise any right it may have to redeem any other outstanding regulatory capital instruments issued by us. Any such redemption would also be subject to APRA’s prior written approval (which may or may not be given).

If the Issuer redeems the notes in these circumstances, the redemption price of each note redeemed will be equal to 100% of the Outstanding Principal Amount of such note. In addition, the Issuer will pay to the holders of the notes redeemed in these circumstances accrued but unpaid interest to, but excluding, the date of redemption.

Outstanding Principal Amount has the meaning given to it in Section 4 under “Description of the Subordinated Debt Securities-Additional Provisions” in the Prospectus, as adjusted in accordance with Section 3.13 under “Description of the Subordinated Debt Securities-Additional Provisions” in the Prospectus.

P means 0.99

where:

Outstanding Principal Amount has the meaning given to it in Section 4 under “Description of the Subordinated Debt Securities—Additional Provisions” in the Prospectus, as adjusted in accordance with Section 3.13 under “Description of the Subordinated Debt Securities—Additional Provisions” in the Prospectus.

Issue Date VWAP means the VWAP during the period of 20 ASX Business Days on which trading in Ordinary Shares took place immediately preceding but not including the Issue Date, as adjusted in accordance with Section 3 under “Description of the Subordinated Debt Securities—Additional Provisions” in the Prospectus.

If any notes are Converted following a Non-Viability Trigger Event, it is likely that the Maximum Conversion Number will apply and limit the number of Ordinary Shares to be issued. In this case, the value of the Ordinary Shares received is likely to be significantly less than Outstanding Principal Amount of those notes. The Australian Dollar may depreciate in value against the U.S. dollar by the time of Conversion. In that case, the Maximum Conversion Number is more likely to apply. Depending on a holders’ circumstances, a holder may receive Ordinary Shares or the proceeds from the sale thereof. See Section 3.10 under “Description of the Subordinated Debt Securities—Additional Provisions” in the Prospectus.

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