UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE
13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
November 20, 2024
Commission File Number 1- 10167
WESTPAC BANKING
CORPORATION
(Translation of registrant’s name into English)
275 KENT STREET, SYDNEY, NEW SOUTH WALES 2000,
AUSTRALIA
(Address of principal executive office)
Indicate by check mark whether the registrant files
or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Incorporation by Reference
The exhibits attached to this Report on Form 6-K
shall be incorporated by reference in Westpac Banking Corporation’s (the “Registrant”) Registration Statement
on Form F-3 (File No. 333- 283007).
Index to Exhibits
| Exhibit |
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| No. |
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Description |
| 1.1 |
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Underwriting Agreement, dated as of November 12, 2024, by and among the Registrant, BofA Securities, Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., RBC Capital Markets, LLC and Westpac Banking Corporation. |
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| 4.1 |
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Thirty-Fifth Supplemental Indenture (including the forms of the Securities), dated as of November 20, 2024, between the Registrant and The Bank of New York Mellon, as trustee. |
| |
|
|
| 5.1 |
|
Opinion of Debevoise & Plimpton LLP. |
| |
|
|
| 5.2 |
|
Opinion of King & Wood Mallesons. |
| |
|
|
| 23.1 |
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Consent of Debevoise & Plimpton LLP (contained in Exhibit 5.1). |
| |
|
|
| 23.2 |
|
Consent of King & Wood Mallesons (contained in Exhibit 5.2). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
WESTPAC BANKING CORPORATION |
| |
(Registrant) |
| |
|
| |
|
| Date: November 20, 2024 |
By: |
/s/ Esther Choi |
| |
|
Name: |
Esther Choi |
| |
|
Title: |
Tier 1 Attorney |
Exhibit 1.1
Execution Version
WESTPAC BANKING CORPORATION
US$750,000,000 4.600% Notes due October 20,
2026
US$750,000,000 Floating Rate Notes due October 20,
2026
Underwriting Agreement
November 12, 2024
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
United States of America
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
United States of America
HSBC Securities (USA) Inc.
66 Hudson Boulevard
New York, New York 10001
United States of America
RBC Capital Markets, LLC
Brookfield Place
200 Vesey Street, 8th Floor
New York, New York 10281
United States of America
Westpac Banking Corporation
275 Kent Street
Sydney, New South Wales 2000
Australia
As Representatives of the several Underwriters
listed in Schedule 1 hereto
Ladies and Gentlemen:
Westpac Banking Corporation, (A.B.N. 33 007 457
141) (the “Bank”), a company incorporated in the Commonwealth of Australia (“Australia”) under the Corporations
Act 2001 of Australia (the “Corporations Act”) and registered in New South Wales, proposes to issue and sell to the several
Underwriters named in Schedule 1 hereto (the “Underwriters”), for whom each of you is acting as representative (the “Representatives”),
US$750,000,000 principal amount of its 4.600% Notes due October 20, 2026 (the “4.600% Notes”) and US$750,000,000 principal
amount of its Floating Rate Notes due October 20, 2026 (the “Floating Rate Notes” and, together with the 4.600% Notes,
the “Securities”). The Securities will be issued under the Senior Indenture, dated as of July 1, 1999 (the “Base
Indenture”), between the Bank and The Bank of New York Mellon as successor to The Chase Manhattan Bank, as trustee (the “Trustee”),
as amended and supplemented by the First Supplemental Indenture, dated as of August 27, 2009, between the Bank and the Trustee (the
“First Supplemental Indenture”), the Fifth Supplemental Indenture, dated as of August 14, 2012, between the Bank and
the Trustee (the “Fifth Supplemental Indenture”), the Seventeenth Supplemental Indenture, dated as of November 9, 2016,
between the Bank and the Trustee (the “Seventeenth Supplemental Indenture”), the Twenty-Fifth Supplemental Indenture, dated
as of November 9, 2018, between the Bank and the Trustee (the “Twenty-Fifth Supplemental Indenture”), and the Twenty-Eighth
Supplemental Indenture, dated as of January 16, 2020, between the Bank and the Trustee (collectively with the Base Indenture, the
First Supplemental Indenture, the Fifth Supplemental Indenture, the Seventeenth Supplemental Indenture and the Twenty-Fifth Supplemental
Indenture, the “Amended Base Indenture”), and as further supplemented by the Thirty-Fifth Supplemental Indenture, to be dated
as of November 20, 2024, between the Bank and the Trustee, providing for the Securities (the “Thirty-Fifth Supplemental Indenture”;
the Amended Base Indenture, as supplemented by the Thirty-Fifth Supplemental Indenture, is referred to herein as the “Indenture”).
The Bank has prepared and filed with the Securities
and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the rules and regulations
of the Commission thereunder (collectively, the “Securities Act”), an “automatic shelf registration statement”,
as such term is defined under Rule 405 under the Securities Act, on Form F-3 (File No. 333-283007), including a prospectus,
relating to the Securities and such registration statement became effective upon filing with the Commission on November 5, 2024,
in accordance with Rule 462(e) under the Securities Act, as amended as of the Effective Date (as defined below), including the
Prospectus (as defined below), all exhibits thereto (excluding the Form T-1, except where otherwise stated) and the information,
if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement as of the Effective
Date (“Rule 430 Information”), is referred to herein as the “Registration Statement”; “Effective Date”
means the effective date of the Registration Statement pursuant to Rule 430B under the Securities Act for purposes of liability under
Section 11 of the Securities Act of the Bank or the Underwriters with respect to the offering of the Securities; “Base Prospectus”
means the base prospectus, dated November 5, 2024, filed as part of the Registration Statement, relating to the Securities; “Preliminary
Prospectus” means the Base Prospectus, as supplemented by the preliminary prospectus supplement specifically relating to the Securities,
in the form in which it was most recently filed with the Commission pursuant to Rule 424(b) under the Securities Act and provided
to the Representatives for use by the Underwriters in connection with the offering of the Securities; “Prospectus” means the
Base Prospectus, as supplemented by the definitive prospectus supplement specifically relating to the Securities, in the form in which
it is filed with the Commission pursuant to Rule 424(b) under the Securities Act in accordance with Section 3(a) hereof,
including any documents incorporated by reference therein as of the date of such filing. Any reference in this Agreement to the Registration
Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference
therein pursuant to Item 6 of Form F-3 under the Securities Act as of the Effective Date of the Registration Statement or the date
of such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to “amend”, “amendment”
or “supplement” with respect to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to
refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference
therein. Capitalized terms used but not defined herein shall have the respective meanings given to such terms in the Registration Statement
and the Prospectus.
As of 6:15 p.m. on November 12, 2024,
New York City time (the “Time of Sale”), the Bank had prepared the following information: the Preliminary Prospectus, including
all documents incorporated therein by reference, whether any such incorporated document is filed before or after the Preliminary Prospectus,
so long as the incorporated document is filed before the Time of Sale, and each “free-writing prospectus”, as such term is
defined pursuant to Rule 405 under the Securities Act, listed on Annex A hereto (each, an “Issuer General Use Free Writing
Prospectus”) as constituting part of the Time of Sale Information (collectively, the “Time of Sale Information”).
Concurrently with this offering, the Bank also
proposes to issue and sell on the date of issuance of the notes US$1,500,000,000 aggregate principal amount of the 5.618% of Subordinated
Notes due 2035, which we refer to as the “Concurrent Securities”.
SECTION 1. Representations
and Warranties.
(a) Representations
and Warranties by the Bank. The Bank represents and warrants to each Underwriter as follows:
(i) Preliminary
Prospectus. No order preventing or suspending the use of the Preliminary Prospectus has been issued by the Commission, and each Preliminary
Prospectus, at the time of filing thereof, complied in all material respects with the Securities Act and did not contain any untrue statement
of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided that the Bank makes no representation and warranty
with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished
to the Bank in writing by such Underwriter through the Representatives expressly for use in any Preliminary Prospectus.
(ii) Time
of Sale Information. The Time of Sale Information at the Time of Sale did not, and on the Closing Date (as defined in Section 2(b))
will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading; provided that the Bank makes no representation and warranty
with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished
to the Bank in writing by such Underwriter through the Representatives expressly for use in such Time of Sale Information. No statement
of material fact included in the Prospectus was omitted from the Time of Sale Information and no statement of material fact included in
the Time of Sale Information that is required to be included in the Prospectus has been omitted therefrom.
(iii) Additional
Information. Any information not contained in, or incorporated by reference in, the Time of Sale Information provided to investors
by, or with the approval of, the Bank in any investor presentations made to investors by the Bank in the United States on the date, or
within 14 days prior to the date, of this Agreement, other than any Issuer Free Writing Prospectus (as defined below) (“Additional
Information”), when taken together with the Time of Sale Information, at the Time of Sale did not, and on the Closing Date will
not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not misleading.
(iv) Issuer
Free Writing Prospectus. The Bank (including its agents and representatives, other than the Underwriters in their capacity as such)
has not used, authorized, approved or referred to and will not use, authorize, approve or refer to any “written communication”
(as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities
(each such communication by the Bank or its agents and representatives (other than a communication referred to in clause (A), (B) or
(C) below) an “Issuer Free Writing Prospectus”) other than (A) any document not constituting a prospectus pursuant
to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (B) the Preliminary Prospectus,
(C) the Prospectus, (D) each Issuer General Use Free Writing Prospectus and (E) any electronic road show or other written
communications, in the case of (A), (D) and (E), approved in writing in advance by the Representatives. Each such Issuer Free Writing
Prospectus complied in all material respects with the requirements of the Securities Act on the date of first use, has been or will be
(within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and,
when taken together with the Preliminary Prospectus and each other Issuer Free Writing Prospectus accompanying, or delivered prior to
delivery of, such Issuer Free Writing Prospectus, did not on the date of first use, and on the Closing Date, except to the extent amended
or superseded by a subsequent Issuer Free Writing Prospectus, will not, contain any untrue statement of a material fact or omit to state
a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
provided that the Bank makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free
Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Bank in writing by
such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.
(v) Registration
Statement and Prospectus. The Registration Statement became effective upon filing with the Commission under Rule 462(e) under
the Securities Act on November 5, 2024 and any post-effective amendment thereto also became effective upon filing under Rule 462(e) under
the Securities Act. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding
for that purpose or pursuant to Section 8A of the Securities Act against the Bank or related to the offering has been initiated or
threatened by the Commission; the Registration Statement as of the Effective Date complies, and any amendment thereto as of the date it
becomes effective will comply, in all material respects, with the requirements of the Securities Act, as amended, and the rules and
regulations of the Commission thereunder, and the Registration Statement, as of the Effective Date did not, and any amendment thereto
as of the date it becomes effective will not, contain any untrue statement of a material fact or omit to state a material fact required
to be stated therein or necessary in order to make the statements therein not misleading; and the Prospectus, as of the date of the prospectus
supplement comprising a part of such Prospectus, did not, and any amendment or supplement to the Prospectus, as of the date of such amendment
or supplement, will not, and as of the Closing Date, will not, contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided that the Bank makes no representation and warranty with respect to (i) that part of the
Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust
Indenture Act (as defined in Section 1(a)(xviii)) or (ii) any statements or omissions made in reliance upon and in conformity
with information relating to any Underwriter furnished to the Bank in writing by such Underwriter through the Representatives expressly
for use in the Registration Statement and the Prospectus and any amendment or supplement thereto.
(vi) Status
under the Securities Act. The Bank is not an “ineligible issuer” and is a “well-known seasoned issuer”, in
each case as such term is defined under the Securities Act, in each case at the times specified in the Securities Act in connection with
the offering of the Securities.
(vii) Incorporated
Documents. The documents incorporated by reference in the Registration Statement, the Prospectus and the Time of Sale Information,
when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and none of such
documents, at the time of its filing with the Commission, contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or
the Time of Sale Information, when such documents became effective or are filed with the Commission, as the case may be, will conform
in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and will not, when taken together
with the Prospectus or the Time of Sale Information, as the case may be, contain any untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading.
(viii) Independent
Accountants. The accountants who certified any audited financial statement of the Bank and any supporting schedules thereto included,
or incorporated by reference, in the Registration Statement are independent chartered accountants with respect to the Bank under the Code
of Ethics for Professional Accountants as issued by the Accounting Professional and Ethical Standards Board and an independent registered
public accounting firm as required by the Securities Act.
(ix) Financial
Statements. The financial statements, together with the related schedules and notes thereto, of the Bank and its controlled entities
included or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus comply in all material
respects with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and present fairly the consolidated
financial condition and results of operations of the Bank and its controlled entities as at the dates indicated and for the periods specified;
and, except as stated therein, said financial statements have been prepared in accordance with the requirements for an authorized deposit-taking
institution under the Banking Act 1959 of Australia, as amended (the “Australian Banking Act”), Australian Accounting Standards, Interpretations
and other authoritative pronouncements of the Australian Accounting Standards Board, and the Corporations Act applied on a consistent
basis to all periods presented.
(x) Accounting
Controls. The Bank maintains a system of internal controls designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with applicable accounting standards, which
system includes policies and procedures that (A) pertain to the maintenance of records that in reasonable detail accurately and fairly
reflect the transactions and dispositions of the assets of the Bank and its consolidated entities, (B) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with applicable accounting standards,
and that receipts and expenditures of the Bank are being made only in accordance with authorizations of management and directors of the
Bank, and (C) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition
of the Bank’s assets that could have a material effect on the financial statements.
(xi) Disclosure
Controls and Procedures. The Bank has established and maintains “disclosure controls and procedures” (as such term is
defined in Rule 13a-15(e) of the Exchange Act) in accordance with the rules and regulations under the Exchange Act.
(xii) Due
Incorporation and Qualification. The Bank has been duly organized, is a validly existing corporation under the laws of Australia,
is authorized to carry on a banking business under the laws of Australia and has corporate power and authority to own, lease and operate
its properties and to conduct its business as described in the Registration Statement, the Time of Sale Information and the Prospectus.
(xiii) Existence
of Significant Subsidiaries. Each Significant Subsidiary (as defined below) of the Bank has been duly organized, is a validly existing
corporation under the laws of the jurisdiction of its incorporation and, has corporate power and authority to own, lease and operate its
properties and to conduct its business as described in the Registration Statement, the Time of Sale Information and the Prospectus and
all of the issued and outstanding share capital or capital stock of each such Significant Subsidiary has been duly authorized and validly
issued, is fully paid and non-assessable and, except for perpetual preference shares issued or to be issued by Westpac New Zealand Limited
to third parties, is owned by the Bank, directly or through subsidiaries, free and clear of any mortgage, pledge, lien, encumbrance, claim
or equity. The term “Significant Subsidiary” means each subsidiary of the Bank that is a significant subsidiary as defined
in Rule 1-02 of Regulation S-X under the Securities Act.
(xiv) Material
Changes. Since the respective dates as of which information is given in the Registration Statement, the Time of Sale Information and
the Prospectus, except as otherwise stated therein or contemplated thereby, there has been no material adverse change, or any development
that could reasonably be expected to result in a prospective material adverse change, in the condition, financial or otherwise, or in
or affecting the earnings or operations of the Bank and its subsidiaries taken as a whole, whether or not arising in the ordinary course
of business.
(xv) No
Defaults. Neither the Bank nor any of its subsidiaries is in violation of its constitution, memorandum of association, articles of
association, charter or other organizational document or in default in the performance or observance of any obligation, agreement, covenant
or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or
instrument to which the Bank or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the
property or assets of the Bank or any subsidiary is subject (collectively, “Agreements and Instruments”), except for such
defaults that would not have a, and could not reasonably be expected to have a prospective, material adverse effect on the condition,
financial or otherwise, or the earnings or operations of the Bank and its subsidiaries taken as a whole (a “Material Adverse Effect”).
None of the execution, delivery and performance of the Securities and the Indenture and this Agreement (the “Transaction Documents”)
by the Bank, and any other agreement or instrument entered into or issued or to be entered into or issued by the Bank in connection with
the transactions contemplated hereby or thereby or in the Registration Statement, the Time of Sale Information or the Prospectus, and
the consummation of the transactions contemplated herein and in the Registration Statement, the Time of Sale Information or the Prospectus
(including the issuance and sale of the Securities as described therein and the use of the proceeds therefrom as described under the caption
“Use of Proceeds”) and compliance by the Bank with its obligations thereunder do not and will not, whether with or without
the giving of notice or passage of time or both, conflict with or constitute a breach of, or a default under, or result in the creation
or imposition of any lien, charge or encumbrance upon any property or assets of the Bank or any subsidiary of the Bank pursuant to, the
Agreements and Instruments (except for such conflicts, breaches, defaults, events, liens, charges or encumbrances that would not have
a, and could not reasonably be expected to have a prospective, Material Adverse Effect), nor will such action result in any violation
of (A) any provision of the Bank’s constitution or (B) any applicable law, statute, rule, regulation, judgment, order,
writ or decree of any government, government instrumentality or court, domestic or foreign, having jurisdiction over the Bank or any of
its assets, properties or operations except, in the case of this clause (B), a violation which, alone or taken together with all such
violations covered by this clause (B), would not have a, and could not reasonably be expected to have a prospective, Material Adverse
Effect.
(xvi) Legal
Proceedings. Except as may be set forth in the Registration Statement, the Time of Sale Information and the Prospectus, there is no
investigation, action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending or,
to the best of the Bank’s knowledge, threatened against or affecting the Bank or any of its Significant Subsidiaries that in the
reasonable judgment of the Bank is likely to result in any Material Adverse Effect or adversely affect the consummation of the transactions
contemplated under the Registration Statement, the Time of Sale Information and the Prospectus, this Agreement or the Indenture or the
performance by the Bank of its obligations hereunder or thereunder.
(xvii) Authorization
of this Agreement. This Agreement has been duly authorized, executed and delivered by the Bank.
(xviii) Authorization
of the Indenture. The Base Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture
Act”), the Indenture has been duly authorized by the Bank and, when the Thirty-Fifth Supplemental Indenture is duly executed and
delivered by the Bank, assuming due execution and delivery by the Trustee, the Indenture will be a valid and legally binding agreement
of the Bank, enforceable against the Bank in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency
or other laws relating to or affecting the enforcement of creditor’s rights or by general equity principles.
(xix) Authorization
of the Securities. The Securities, on the Closing Date, will have been duly authorized and executed by the Bank and, when authenticated,
issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided
in this Agreement, will constitute valid and legally binding obligations of the Bank, enforceable against the Bank in accordance with
their terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws relating to or affecting the enforcement
of creditor’s rights or by general equity principles, and will be in the form contemplated by, and entitled to the benefits of,
the Indenture.
(xx) Descriptions
of the Securities and the Transaction Documents. The Securities and the Transaction Documents will conform in all material respects
to the respective statements relating thereto contained in the Registration Statement, the Time of Sale Information and the Prospectus
and will be substantially in the respective forms last delivered to the Underwriters prior to the date of this Agreement or filed or incorporated
by reference, as the case may be, as an exhibit to the Registration Statement, the Time of Sale Information and the Prospectus.
(xxi) Absence
of Further Requirements. No declaration or filing with, or consent, approval, authorization, license, order, registration, qualification
or decree of, any court or any regulatory authority or other governmental agency or stock exchange authority or body, in the United States,
Australia or elsewhere, is necessary or required for the issuance and sale by the Bank of the Securities, for the due authorization, execution
and delivery by the Bank of the Transaction Documents or for the performance by the Bank of the transactions contemplated by the Registration
Statement, the Time of Sale Information, the Prospectus and the Transaction Documents, except (A) (i) such as have been already
obtained or will have been obtained prior to the Closing Date, as required under the Securities Act, the Exchange Act, the requirements
of the Australian Securities Exchange operated by ASX Limited or the laws of Australia and (ii) such as may be required under state
or foreign securities or banking laws in connection with the purchase and distribution of the Securities by the Underwriters and (B) such
consents, approvals, authorizations, licenses, orders, registrations, qualifications or decrees the failure to obtain or make which, individually
or in the aggregate, would not have a, and could not reasonably be expected to have a prospective, Material Adverse Effect or will not
affect the validity of the Securities or the rights of the holders thereof or prevent or delay the consummation of the transactions contemplated
by the Registration Statement, the Time of Sale Information, the Prospectus and the Transaction Documents.
(xxii) Ranking.
The Securities will be the Bank’s direct, unconditional, unsubordinated and unsecured obligations and will rank equally among themselves
and with all of the Bank’s other unsecured and unsubordinated obligations from time to time outstanding (except such obligations
as are preferred by law, including, but not limited to, sections 13A and 16 of the Australian Banking Act and Section 86 of the Reserve
Bank Act 1959 of Australia).
(xxiii) No
Unlawful Payments. To the knowledge of the Bank, none of (a) the Bank or any of its subsidiaries, (b) any director, officer
or employee of the Bank or any of its subsidiaries acting within the scope of their employment, or (c) any agent of the Bank or any
of its subsidiaries acting within the scope of its instructions from the Bank or any of its subsidiaries has (i) used any funds of
the Bank for any contribution, gift, entertainment or other expense relating to political activity in violation of any applicable statute,
rule or regulation of any jurisdiction in which the Bank or any such subsidiary operates and to which it is subject; (ii) made
any direct or indirect payment to any foreign or domestic government official or government employee from funds of the Bank in violation
of any applicable statute, rule or regulation of any jurisdiction in which the Bank or any such subsidiary operates and to which
it is subject; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977 or the U.K. Bribery
Act 2010; or (iv) used any funds of the Bank to make any bribe, rebate, payoff, influence payment, kickback or other payment, in
each case in violation of any applicable statute, rule or regulation of any jurisdiction in which the Bank or any such subsidiary
operates and to which it is subject.
(xxiv) Compliance
with Money Laundering Laws. To the best knowledge of the Bank, (a) the New York branch of the Bank conducts its operations in
all material respects in compliance with the financial recordkeeping and reporting requirements of the U.S. Currency and Foreign Transactions
Reporting Act of 1970, as amended, and (b) except as may be set forth in the Registration Statement, the Time of Sale Information
and the Prospectus, the Bank and its subsidiaries conduct their operations outside the United States in all material respects in compliance
with the money laundering statutes, rules and regulations of the jurisdictions in which they operate and to which the operations
of the Bank and its subsidiaries are subject in such jurisdictions (collectively, the “Money Laundering Laws”) and no action,
suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Bank or any of its
subsidiaries with respect to the U.S. Currency and Foreign Transactions Reporting Act of 1970, as amended, or the Money Laundering Laws
is pending or, to the best knowledge of the Bank, threatened, which would reasonably be expected to result in a Material Adverse Effect.
(xxv) Compliance
with OFAC. None of the Bank, any of its subsidiaries or, to the knowledge of the Bank, any director, officer, agent, employee or affiliate
of the Bank or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control
of the U.S. Department of the Treasury (“OFAC”); and the Bank will not use the proceeds of the offering of the Securities
hereunder in a manner that would result in a violation by the Bank of the U.S. sanctions administered by OFAC.
(xxvi) Foreign
Private Issuer. The Bank is a “foreign private issuer” (as defined in Rule 405 under the Securities Act).
(xxvii) Waiver
of Immunities. The Bank and its obligations under the Transaction Documents and the Securities are subject to civil and commercial
law and to suit and neither it nor any of its properties, assets or revenues has any right of immunity, on the grounds of sovereignty
or otherwise, from any legal action, suit or proceeding, from the giving of any relief in any thereof, from setoff or counterclaim, from
the jurisdiction of any court, from service of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment,
or from execution of a judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of judgment,
in any jurisdiction, with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this
Agreement.
(xxviii) Withholdings
Under Australian Law. Subject to compliance with the requirements set out in Section 128F of the Income Tax Assessment Act 1936
of Australia, as amended, and associated regulations and, where applicable, replacement legislation including but not limited to the Income
Tax Assessment Act 1997 of Australia (the “Tax Act”) being met (which does not limit the Bank’s obligation to pay any
Additional Amounts (as defined in the Securities) in respect of Australian taxes), payments of principal and interest in respect of the
Securities will not be subject to any withholdings or other charges or deductions under the laws of Australia or any political subdivision
thereof.
(xxix) Enforceability
of Judgments. Any final and conclusive judgment for the payment of a fixed or readily calculable sum of money rendered by any court
of the State of New York or of the United States in respect of any suit, action or proceeding against the Bank based upon the Transaction
Documents or the Securities or any agreement or instrument entered into in connection herewith or therewith would be recognized by the
federal courts of competent jurisdiction in Australia and the courts of competent jurisdiction in the State of New South Wales against
the Bank so as to give rise to a new cause of action based on the judgment and capable of enforcement against the Bank, without re-examination
or review of the merits of the cause of action in respect of which the original judgment was given, except where (A) the foreign
judgment is not consistent with public policy in Australia, (B) the foreign judgment has been obtained by fraud or duress or (C) the
foreign judgment has been obtained in proceedings which contravene the principles of natural justice. The Bank knows of no reason why
the enforcement in Australia of such a judgment in respect of the Transaction Documents or the Securities or any agreement or instrument
entered into in connection herewith or therewith would be contrary to the public policy of Australia as of the date hereof.
(xxx) Validity
of Agreements under Australian Law. It is not necessary under the laws of Australia or any political subdivision thereof in order
to enable any holder of Securities to enforce rights under the Securities or the Indenture, that it should, as a result solely of its
holding of the Securities, be licensed, qualified or otherwise entitled to carry on business in Australia or any political subdivision
thereof. The Transaction Documents and the Securities are, in all material respects, in proper legal form under the laws of Australia
and any political subdivision thereof for the enforcement thereof against the Bank in such jurisdictions. It is not necessary to ensure
the legality, validity, enforceability or admissibility in evidence of the Transaction Documents or the Securities in Australia or any
political subdivision thereof that any of them be filed or recorded or enrolled with any court, authority or agency in, or that any stamp,
registration or similar taxes or duties be paid to any court, authority or agency of Australia or any political subdivision thereof.
(xxxi) Document
Taxation under Australian Law. Provided that this Agreement, the Indenture and the Securities are not executed in Australia, neither
the Securities nor any documents or instruments entered into by the Bank in connection therewith are subject to any stamp, registration
or similar tax or duty imposed by Australia or any political subdivision thereof.
(xxxii) Accuracy
of Exhibits. There are no material contracts or documents which are required to be described in the Registration Statement, the Time
of Sale Information and the Prospectus or the documents incorporated by reference therein or to be filed as exhibits thereto which have
not been so described and filed as required.
(xxxiii) Investment
Company Act. The Bank is not required to register under the provisions of the Investment Company Act of 1940, as amended (the “Investment
Company Act”), or to take any other action with respect to or under the Investment Company Act by reason of issuance of the Securities
other than filing Form F-N with the Commission which filing has been made and not withdrawn.
(b) Officers’
Certificates. Any certificate signed by any officer of the Bank in connection with the offer and sale of the Securities and delivered
to any Underwriter or to counsel for the Underwriters shall be deemed a representation and warranty by the Bank to each Underwriter as
to the matters covered thereby on the date of such certificate.
(c) Representations,
Warranties and Agreements of the Underwriters. Each Underwriter severally and not jointly represents, warrants and agrees that:
(i) it
has not offered for issue or sale, or invited applications for the issue, sale or purchase of, any of the Securities in Australia (including
an offer or invitation which is received by a person in Australia); it will not offer for issue or sale, or invite applications for the
issue or sale of, or to purchase, any of the Securities in Australia (including an offer or invitation which is received by a person in
Australia); and it has not distributed or published, and will not distribute or publish, any preliminary or final disclosure document,
advertisements or other offering material relating to the Securities in Australia,
unless:
| (A) | (I) the aggregate amount payable on acceptance of the offer for the Securities by each offeree or invitee for the Securities,
is a minimum amount (disregarding amounts, if any, lent by the Bank or other person offering the Securities, or an associate (as defined
in Division 2 of Part 1.2 of the Corporations Act) of either of them) of A$500,000 (or its equivalent in an alternate currency);
or (II) the offer or invitation is otherwise an offer or invitation for which no disclosure is required to be made under Part 6D.2
of the Corporations Act; |
| (B) | the offer, invitation or distribution complies with all applicable Australian laws and regulations in relation to the offer, invitation
or distribution; and |
| (C) | such action does not require any document to be lodged with the Australian Securities and Investments Commission or the Australian
Securities Exchange operated by ASX Limited. |
(ii) it
will solicit offers to purchase the Securities, and each of the Securities acquired by it as principal will be acquired, on the basis
of the information contained in, and as a result of negotiations initiated following distribution of, the Registration Statement, the
Time of Sale Information and the Prospectus.
(iii) it
will offer such Securities for sale within 30 days of their issue date:
| (A) | to at least 10 persons each of whom at the time of the offer (I) was carrying on a business of providing finance, or investing
in or dealing in securities, in the course of operating in financial markets and (II) was not known, or suspected, by the employees
of each of the Underwriters directly involved in the sale to be an associate (as defined in Section 128F of the Tax Act) of any other
person covered by this subsection (c)(iii)(A); |
| (B) | to at least 100 persons who it would be reasonable to regard as either having acquired debentures or debt interests (such as the Securities)
in the past or is likely to be interested in acquiring debentures (such as the Securities); or |
| (C) | as a result of negotiations being initiated by the Underwriters in electronic form which is used by financial markets for dealing
in debentures (such as the Securities) in accordance with Section 128F(3)(d) of the Tax Act. |
(iv) in
connection with the primary distribution of the Securities, it will not sell any of the Securities (or any interest in any of the Securities)
to any person, if, at the time of such sale, its employees directly involved in the sale knew, or had reasonable grounds to suspect, that,
as a result of the sale, such Securities would be acquired (directly or indirectly) by an Offshore Associate (other than in the capacity
of dealer, manager or underwriter in relation to the placement of the Securities or in the capacity of a clearing house, custodian, funds
manager or responsible entity of an Australian registered scheme). “Offshore Associate” means any party listed in Exhibit D
attached hereto.
(v) it
will provide, within 14 days after the receipt of the Bank’s request, such information and documentation which is reasonably requested
by the Bank in relation to its marketing efforts to assist the Bank demonstrate (to the extent necessary) that the “public offer
test” under Section 128F of the Tax Act has been satisfied, provided, however, that no Underwriter shall be obliged to disclose
(I) any information which reveals the identity of any person to whom the offer or invitation was made or any purchaser of any Securities
or any information from which such identity would be capable of being ascertained, (II) any information which is customarily regarded
by it as confidential or the disclosure of which would be contrary or prohibited by any relevant law, regulation, directive or by any
agreement or undertaking or (III) any information or documentation after a period of 7 years from the lodgement of the income tax
return by the Bank for the financial year ending immediately following the issue date of the relevant issue of the Securities.
(vi) it
is not subject to any pending proceeding under Section 8A of the Securities Act with respect to the offering and will promptly notify
the Bank if any such proceeding against it is initiated during the Prospectus Delivery Period (as defined in Section 3(e)).
(vii) it
has not and will not use, authorize use of, refer to, or participate in the planning for use of, any “free writing prospectus”,
as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by
the Bank and not incorporated by reference into the Registration Statement and any press release issued by the Bank) in connection with
any offer relating to the Securities other than (i) a free writing prospectus that, solely as a result of use by such underwriter,
would not trigger an obligation to file such free writing prospectus with the Commission pursuant to Rule 433, (ii) any Issuer
Free Writing Prospectus listed on Annex A or prepared pursuant to Section 1(a)(iii) or Section 3(b) hereof (including
any electronic road show), or (iii) any free writing prospectus prepared by such underwriter and approved by the Bank in advance
in writing (each such free writing prospectus referred to in clauses (i) or (iii) of this Section 1(c)(vii), an “Underwriter
Free Writing Prospectus”). Notwithstanding the foregoing, prior to the preparation of the Final Term Sheet (as defined below) the
Underwriters may use one or more term sheets substantially in the form of Annex B hereto describing the preliminary terms of the Securities
or their offering. The “Final Term Sheet” shall mean the term sheet in the form of Annex B hereto prepared by the Bank and
approved by the Representatives setting forth the final terms of the Securities.
(viii) it has not offered, sold or
otherwise made available and will not offer, sell or otherwise make available any of the Securities to any retail investor in the European
Economic Area or in the United Kingdom. For the purposes of this paragraph, (a) the expression “retail investor” means
a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Regulation
2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in the Prospectus Regulation (as defined below); and (b) the expression “offer” includes the communication
in any form and by any means of sufficient information on the terms of the offer and the Securities to be offered so as to enable an investor
to decide to purchase or subscribe the Securities. The expression “Prospectus Regulation” means Regulation (EU) 2017/1129.
(ix) it (a) has only communicated
or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the United Kingdom Financial Services and Markets Act 2000, as amended (the “FSMA”))
received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does
not apply to the Bank; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything
done by it in relation to the Securities in, from or otherwise involving the United Kingdom.
(x) initial offers and sales of the
Securities will be made only to purchasers (a) in the United States that are reasonably believed to qualify as “qualified institutional
buyers” as defined in Rule 144A of the Securities Act; and (b) outside of the United States, in accordance with (i) the
selling restrictions included in the Time of Sale Information and the Prospectus, and (ii) all other applicable laws and regulations
relating to or governing similar restrictions on the offer and sale of the securities in the jurisdictions in which such offers or sales
occur.
SECTION 2. Purchase
and Sale; Closing.
(a) Purchase
of the Securities by the Underwriters. On the basis of the representations, warranties and agreements set forth herein and subject
to the conditions set forth herein, the Bank agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement,
and each Underwriter agrees, severally and not jointly, to purchase from the Bank the respective principal amount of the 4.600% Notes
and the Floating Rate Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.875% of the principal
amount, in the case of the 4.600% Notes and 99.900% of the principal amount, in the case of the Floating Rate Notes. The Bank will not
be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The Bank
understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement
as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus.
The Bank acknowledges and agrees that the Underwriters may offer and sell the Securities to or through any affiliate of an Underwriter,
provided that any such affiliate agrees to be bound by the representations, warranties and agreements of the Underwriters set forth
in this Agreement, and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.
(b) Payment.
Payment for and delivery of the Securities will be made at the offices of Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019
at 10:00 a.m. New York City time on November 20, 2024 or at such other time or place on the same or such other date, not later
than the fifth business day thereafter, as the Representatives and the Bank may agree upon in writing. The time and date of such payment
and delivery is referred to herein as the “Closing Date”. Payment for the Securities shall be made by wire transfer in immediately
available funds to the account(s) specified by the Bank to the Representatives against delivery to the nominee of The Depository
Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively,
the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Bank. The
Global Note will be made available for inspection by the Representatives not later than 1:00 p.m., New York City time, on the business
day prior to the Closing Date.
(c) No
Fiduciary Duty. The Bank acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length
contractual counterparty to the Bank with respect to the offering of the Securities contemplated hereby (including in connection with
determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Bank or any other person.
Additionally, under this Agreement, neither the Representatives nor any other Underwriter is advising the Bank or any other person as
to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Bank will consult with its own advisors concerning
such matters and will be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby,
and, except as expressly provided in this Agreement, the Underwriters will have no responsibility or liability to the Bank with respect
thereto. Any review by the Underwriters of the Bank, the transactions contemplated hereby or other matters relating to such transactions
will be performed solely for the benefit of the Underwriters and will not be on behalf of the Bank.
SECTION 3. Covenants
of the Bank. The Bank covenants with each Underwriter as follows:
(a) Required
Filings; Payment of Filing Fees. The Bank will file the final Prospectus with the Commission within the time periods specified by
Rule 424(b) and Rule 430A, 430B or 430C under the Securities Act, will file any Issuer Free Writing Prospectus (including
the Final Term Sheet) to the extent required by Rule 433 under the Securities Act and will furnish copies of the Prospectus and each
Issuer Free Writing Prospectus (to the extent not previously delivered) to the Underwriters in New York City prior to 10:00 a.m., New
York City time, on the business day next succeeding the date of this Agreement in such quantities as the Representatives may reasonably
request. The Bank shall pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1)(i) under
the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under
the Securities Act (including, if applicable, by updating the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either
in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)).
(b) Amendments
or Supplements; Issuer Free Writing Prospectuses. Before using, authorizing, approving, referring to or filing any Issuer Free Writing
Prospectus relating to the Securities, and before filing any amendment or supplement to the Registration Statement or the Prospectus,
in each case prior to the expiry of the Prospectus Delivery Period (as defined below), whether before or after the time that the Registration
Statement becomes effective, the Bank will furnish to the Representatives and counsel for the Underwriters a copy of the proposed Issuer
Free Writing Prospectus, amendment or supplement for review and will not use or refer to, or authorize or approve others to use or refer
to, in each case in connection with the offering of the Securities, or file with the Commission, any such Issuer Free Writing Prospectus
or file any such proposed amendment or supplement to which the Representatives reasonably object and shall have given notice of such objection
to the Bank in a timely manner.
(c) Notice
to the Representatives. The Bank will advise the Representatives promptly, and confirm such advice in writing, (i) when the Registration
Statement has become effective, if it is not effective prior to the date of this Agreement; (ii) when any amendment to the Registration
Statement has been filed or becomes effective; (iii) when any supplement to the Prospectus or any amendment to the Prospectus or
any Issuer Free Writing Prospectus has been filed; (iv) of any request by the Commission for any amendment to the Registration Statement
or any amendment or supplement to the Prospectus or the receipt of any comments from the Commission relating to the Registration Statement
or any other request by the Commission for any additional information; (v) of the issuance by the Commission of any order suspending
the effectiveness of the Registration Statement, any notice objecting to its use pursuant to Rule 401(g)(2), or any order preventing
or suspending the use of any Preliminary Prospectus or the Prospectus or the initiation or threatening of any proceeding for that purpose
or pursuant to Section 8A of the Securities Act; (vi) of the occurrence of any event within the Prospectus Delivery Period as
a result of which the Prospectus or the Time of Sale Information as then amended or supplemented would include any untrue statement of
a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in
the light of the circumstances existing when the Prospectus or the Time of Sale Information is delivered to a purchaser, not misleading;
and (vii) of the receipt by the Bank of any notice with respect to any suspension of the qualification of the Securities for offer
and sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and the Bank will use its reasonable
best efforts to prevent the issuance of any such order suspending the effectiveness of the Registration Statement, preventing or suspending
the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification of the Securities and, if any such order
is issued, will obtain as soon as possible the withdrawal thereof.
(d) Time
of Sale Information. If at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result
of which the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in the light of the circumstances, not misleading or (ii) it
is necessary to amend or supplement the Time of Sale Information to comply with law, the Bank will immediately notify the Underwriters
thereof and forthwith prepare and, subject to paragraph (c) above, file with the Commission (to the extent required) and furnish
to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Time of Sale Information
as may be necessary so that the statements in the Time of Sale Information as so amended or supplemented will not, in the light of the
circumstances, be misleading or so that the Time of Sale Information will comply with law.
(e) Delivery
of Copies. The Bank will deliver, without charge, to each Underwriter (i) a conformed copy of the Registration Statement as originally
filed and each amendment thereto, in each case including all exhibits and consents filed therewith (other than any exhibits or consents
incorporated by reference therein) and (ii) during the Prospectus Delivery Period, as many copies of the Prospectus (including all
amendments and supplements thereto and documents incorporated by reference therein) and each Issuer Free Writing Prospectus as the Representatives
may reasonably request. As used herein, the term “Prospectus Delivery Period” means such period of time after the first date
of the public offering of the Securities as in the opinion of counsel for the Underwriters a prospectus relating to the Securities is
required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) in connection with sales
of the Securities by any Underwriter or dealer.
(f) Continued
Compliance with Securities Laws. If during the Prospectus Delivery Period (i) any event shall occur or condition shall exist
as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances
existing when the Prospectus is delivered to a purchaser, not misleading or (ii) it is necessary to amend or supplement the Prospectus
to comply with law, the Bank will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (c) above,
file with the Commission and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or
supplements to the Prospectus as may be necessary so that the statements in the Prospectus as so amended or supplemented will not, in
the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus will
comply with law.
(g) Blue
Sky Qualifications. The Bank will endeavor, in cooperation with the Underwriters, to qualify the Securities for offering and sale
under the applicable securities laws of such states and other jurisdictions of the United States as the Underwriters may request and to
which the Bank shall not have objected, and will maintain such qualifications in effect for as long as may be required for the distribution
of the Securities and will pay any fee of the Financial Industry Regulatory Authority Inc. (“FINRA”) in connection with the
review of the offering of the Securities; provided, however, that in connection therewith the Bank shall not be obligated to qualify as
a foreign corporation in any jurisdiction in which it is not so qualified or to take any action that would subject itself to taxation
in respect of doing business in such jurisdiction or to service of process in suits, other than those arising out of the offering or issuance
of the Securities, in any jurisdiction in which it is not otherwise so subject. The Bank will file promptly such statements and reports
as may be required by the laws of each jurisdiction in which the Securities have been qualified as above provided. The Bank will promptly
advise the Representatives of the receipt by the Bank of any notification with respect to the suspension of the qualification of the Securities
for sale in any such state or jurisdiction or the initiating or threatening of any proceeding for such purpose.
(h) Earnings
Statement. The Bank will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available
to its securityholders as soon as practicable an earnings statement that satisfies the provisions of Section 11(a) of the Securities
Act and Rule 158 of the Commission promulgated thereunder.
(i) Lock
up. During the period from the date hereof through the Closing Date, the Bank will not, without the prior written consent of the Representatives,
offer, sell, contract to sell or otherwise dispose of, any United States dollar-denominated debt securities issued or guaranteed by the
Bank for its own account and having a tenor of more than one year; provided, however, that nothing in this Agreement shall prevent
the Bank from offering, selling, contracting to sell or otherwise disposing of the Concurrent Securities, United States dollar-denominated
debt securities in the United States under the Bank’s Medium-Term Notes program and outside the United States under the Bank’s
European Medium-Term Notes program, and United States dollar-denominated covered bonds in and outside the United States under the Bank’s
Global Covered Bond Programme.
(j) No
Stabilization. The Bank will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause
or result in any stabilization or manipulation of the price of the Securities.
(k) Record
Retention. The Bank will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus
that is not filed with the Commission in accordance with Rule 433 under the Securities Act.
(l) DTC.
The Bank will cooperate with the Underwriters and use its best efforts to permit the Securities to be eligible for clearance and settlement
through the facilities of DTC.
(m) Use
of Proceeds. The Bank will use the net proceeds received by it from the sale of the Securities in the manner specified in the Registration
Statement, the Time of Sale Information and the Prospectus under “Use of Proceeds”.
SECTION 4. Payment
of Expenses.
(a) Expenses.
Except as otherwise agreed, the Bank will pay all expenses incident to the performance of its obligations under this Agreement, including,
without limitation:
(i) the
preparation, printing and filing of the Registration Statement, the Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time
of Sale Information and the Prospectus (including all exhibits, amendments and supplements thereto);
(ii) the
preparation of the Transaction Documents;
(iii) the
preparation, printing, issuance and delivery of the Securities;
(iv) the
fees and disbursements of the Bank’s accountants and counsel, and of the Trustee and its counsel, and other advisors and agents
to the Bank, including any calculation agent or exchange rate agent;
(v) the
reasonable fees and disbursements of counsel to the Underwriters;
(vi) the
qualification of the Securities under state securities laws in accordance with the provisions of Section 3(g) hereof, including
filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the
preparation of any Blue Sky Memorandum;
(vii) any
fees charged by rating agencies for the rating of the Securities;
(viii) the
cost of providing any CUSIP or other identification numbers for the Securities; and
(ix) any
out of pocket expenses of the Underwriters incurred with the prior approval of the Bank.
(b) Termination
of Agreement. If (i) this Agreement is terminated by the Representatives in accordance with the provisions of Section 5
or Section 9 hereof, or (ii) the Bank for any reason fails to tender the Securities for delivery to the Underwriters other than
a breach of any representation or warranty contained herein by any Underwriter or the non-performance of any agreement by any Underwriter,
the Bank shall reimburse the Underwriters for all of their out of pocket expenses including the reasonable fees and disbursements of counsel
for the Underwriters incurred by the Underwriters in connection with this Agreement and the offering contemplated hereby.
SECTION 5. Conditions
of Underwriters’ Obligations. The obligations of the Underwriters to purchase and to pay for the Securities pursuant to this
Agreement are subject to the accuracy of the representations and warranties on the part of the Bank contained in Section 1 hereof
or in any certificate furnished by an officer of the Bank pursuant to the provisions hereof, to the performance by the Bank of all of
its covenants and other obligations hereunder, and to the following further conditions:
(a) Registration
Compliance; No Stop Order; Payment of Filing Fees. No order suspending the effectiveness of the Registration Statement shall be in
effect, no proceeding for such purpose shall be pending before or threatened by the Commission, and no notice of objection of the Commission
to the use of such form of registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the
Securities Act shall have been received by the Bank; the Prospectus and each Issuer Free Writing Prospectus shall have been timely filed
with the Commission under the Securities Act (in the case of a Issuer Free Writing Prospectus, to the extent required by Rule 433
under the Securities Act) and in accordance with Section 3(a) hereof; the Bank shall have paid the required Commission filing
fees relating to the Securities within the time period required by Rule 456(b)(1)(i) under the Securities Act without regard
to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act and, if applicable,
shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a
post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b); and
all requests by the Commission for additional information shall have been complied with to the reasonable satisfaction of the Representatives.
(b) Opinions
of Counsel for the Bank. On the Closing Date, the Representatives shall have received an opinion, dated as of the Closing Date, of
(i) the Counsel and Head of Legal, Group Treasury of the Bank, (ii) Debevoise & Plimpton LLP, New York counsel for
the Bank and (iii) King & Wood Mallesons, Australian counsel for the Bank, each in form and substance satisfactory to the
Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in
Exhibits A, B and C hereto. Such counsel may state that, insofar as such opinion involves factual matters, they have relied, to the extent
they deem proper, upon certificates of officers of the Bank and of public officials, respectively, and to such further effect as counsel
for the Underwriters may reasonably request.
(c) Opinion
of Counsel for Underwriters. On the Closing Date, the Representatives shall have received an opinion, dated as of Closing Date, of
Sidley Austin LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters,
in form and substance satisfactory to the Representatives. Such counsel may state that, insofar as such opinion involves factual matters,
they have relied, to the extent they deem proper, upon certificates of officers of the Bank and of public officials.
(d) Officers’
Certificate. On the Closing Date, there shall not have been, since the date of this Agreement or since the respective dates as of
which information is given in the Registration Statement, the Time of Sale Information and the Prospectus, any material adverse change,
or any development that could reasonably be expected to result in a prospective material adverse change, in the condition, financial or
otherwise, or in or affecting the earnings or operations of the Bank and its subsidiaries taken as a whole, whether or not arising in
the ordinary course of business, and the Underwriters shall have received a certificate of a Managing Director, any Group Executive, any
Executive Director, the General Counsel or the Counsel and Head of Legal, Group Treasury and the Chief Financial Officer, the Group Treasurer,
the Managing Director, Balance Sheet, Liquidity & Funding Management, or the General Manager, Group Performance Management, of
the Bank dated the Closing Date to the effect (i) that there has been no such material adverse change or development, (ii) that
the other representations and warranties of the Bank contained in Section 1(a) are true and correct with the same force and
effect as though expressly made at and as of the Closing Date, (iii) that the Bank has satisfied all conditions and performed all
obligations under this Agreement to be performed or satisfied on its part at or prior to the Closing Date and (iv) that no stop order
suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted, are
pending or, to the best of such officers’ knowledge, are threatened by the Commission.
(e) Comfort
Letters. On the date of this Agreement and on the Closing Date, the independent accountants who certified any audited financial statement
of the Bank and any supporting schedules thereto included, or incorporate by reference, in the Registration Statement shall have furnished
to the Representatives, at the request of the Bank, letters, dated the respective dates of delivery thereof and addressed to the Underwriters,
in form and substance reasonably satisfactory to the Representatives, containing statements and information of the type ordinarily included
in accountants’ “comfort letters” to underwriters with respect to the financial statements and financial information
contained or incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus.
(f) Certificates
of Chief Financial Officer. On the date of this Agreement and on the Closing Date, the Underwriters shall have received a written
certificate executed by the Chief Financial Officer of the Bank (or any person acting in such capacity), dated as of the date of this
Agreement and as of the Closing Date, with respect to certain financial information of the Bank in the Registration Statement, the Time
of Sale Information and the Prospectus, in form and substance reasonably satisfactory to the Underwriters.
(g) Ratings.
Subsequent to the earlier of (A) the Time of Sale and (B) the execution and delivery of this Agreement, (i) no downgrading
shall have occurred in the rating accorded the Securities or any other debt securities or preferred stock of or guaranteed by the Bank
by any “nationally recognized statistical rating organization”, as such term is defined by the Commission in Rule 3(a)(62)
under the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has
changed its outlook with respect to, its rating of the Securities or of any other debt securities or preferred stock of or guaranteed
by the Bank (other than an announcement with positive implications of a possible upgrading, or, with respect to a change in its outlook,
an announcement that would not, in the reasonable judgment of the Representatives, have a material adverse effect on the offer, sale or
delivery of the Securities).
(h) Additional
Documents. On or prior to the Closing Date, counsel for the Underwriters shall have been furnished with such documents and opinions
as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities as herein contemplated
or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions,
herein contained; and all proceedings taken by the Bank in connection with the issuance and sale of the Securities as contemplated herein
shall be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters.
(i) Termination
of Agreement. If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled,
this Agreement may be terminated by the Representatives by notice to the Bank at any time at or prior to the Closing Date, and such termination
shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 1, 6, 7, 8, 13,
14, 15, 16, 17, 18 and 21 shall survive any such termination and remain in full force and effect.
SECTION 6. Indemnification.
(a) Indemnification
of Underwriters. The Bank agrees to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in Rule 405
under the Securities Act, its and their partners, directors and officers and each person, if any, who controls an Underwriter within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act as follows:
(i) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, the Prospectus, as amended or supplemented, any Issuer Free Writing
Prospectus (when taken together with the Time of Sale Information), any Additional Information (when taken together with the Time of Sale
Information) or any Time of Sale Information (collectively, the “Indemnified Disclosure”), or the omission or alleged omission
therefrom of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not
misleading;
(ii) against
any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement
of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below)
any such settlement is effected with the prior written consent of the Bank; and
(iii) against
any and all reasonable expense whatsoever, (including, subject to Section 6(c) hereof, the reasonable fees and disbursements
of counsel chosen in accordance with Section 6(c) below), incurred, in investigating, preparing or defending against any litigation,
or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under
(i) or (ii) above;
provided,
however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising
out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information
furnished to the Bank by any Underwriter through the Representatives expressly for use in the Indemnified Disclosure.
(b) Indemnification
of the Bank, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Bank, its
directors, its officers who signed the Registration Statement, and each person, if any, who controls the Bank within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described
in the indemnity contained in Section 6(a) above, as incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer
Free Writing Prospectus or any Time of Sale Information in reliance upon and in conformity with written information furnished to the Bank
by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement
thereto), any Issuer Free Writing Prospectus or any Time of Sale Information.
(c) General.
In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity
may be sought pursuant to either paragraph (a) or (b) above, such person (the “indemnified party”) shall promptly
notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and the indemnifying party,
upon the request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel
related to such proceeding. Any failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability
which it may have otherwise than on account of this indemnity agreement. In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties
to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and, in the reasonable
opinion of counsel to the indemnified party, representation of both parties by the same counsel would be inappropriate due to actual or
potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding
or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate law firm (in
addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred.
Such firm shall be designated in writing by the Underwriters in the case of parties indemnified pursuant to paragraph (a) above and
by the Bank in the case of parties indemnified pursuant to paragraph (b) above. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent, but if settled with such consent or if there is a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such
settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement
of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have
been sought hereunder by such indemnified party, unless such settlement (i) includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such proceeding and (ii) does not include a statement as to, or
an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.
(d) Settlement
without Consent if Failure to Reimburse. If at any time an indemnified party shall have requested an indemnifying party to reimburse
the indemnified party for reasonable fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement
of the nature contemplated by Section 6(a)(ii) above effected without its written consent if (i) such settlement is entered
into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have
received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying
party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement.
SECTION 7. Contribution.
In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Section 6
is for any reason held to be unenforceable by the indemnified parties although applicable in accordance with its terms, the Bank and the
Underwriter in respect of which such indemnity agreement is held to be unenforceable shall contribute to the aggregate losses, liabilities,
claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Bank and such Underwriter, as incurred,
in such proportions that such Underwriter is responsible for that portion represented by the total commissions and underwriting discounts
received by such Underwriter as set forth in the table on the cover page of the Prospectus bears to the total net proceeds (before
deducting expenses) received by the Bank from the sale of the Securities, and the Bank is responsible for the balance; provided, however,
that no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any person who was not guilty of such fraudulent misrepresentation.
For purposes of this Section 7, each person,
if any, who controls an Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act
shall have the same rights to contribution as such Underwriter, each director of the Bank, each officer of the Bank who signed the Registration
Statement, and each person, if any, who controls the Bank within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act shall have the same rights to contribution as the Bank. The Underwriters’ respective obligations to contribute
pursuant to this Section 7 are several in proportion to the principal amount of securities sold to or through each Underwriter and
not joint.
SECTION 8. Representations,
Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or contained
in certificates of officers of the Bank submitted pursuant hereto, shall remain operative and in full force and effect, regardless of
any investigation made by or on behalf of an Underwriter or controlling person of an Underwriter, or by or on behalf of the Bank, and
shall survive each delivery of and payment for any of the Securities.
SECTION 9. Termination.
(a) Termination.
This Agreement may be terminated in the absolute discretion of the Representatives, by notice to the Bank, if after execution and delivery
of this Agreement and prior to the Closing Date (i) there has been, since the date of this Agreement or since the respective dates
as of which information is given in the Registration Statement, the Time of Sale Information or the Prospectus, any material adverse change,
or any development that could reasonably be expected to result in a prospective material adverse change, in the condition, financial or
otherwise, or in or affecting the earnings or operations of the Bank and its subsidiaries taken as a whole, whether or not arising in
the ordinary course of business, which, in the reasonable judgment of the Representatives, makes it impracticable to proceed with the
offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information
and the Prospectus; (ii) there shall have occurred any suspension or limitation of trading in securities generally on the New York
Stock Exchange, Inc., or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities
of the Bank on any exchange or in the over-the-counter market; (iii) there shall have occurred any banking moratorium declared by
United States federal, New York or Australian authorities or a material disruption in commercial banking or securities settlement or clearance
services in the United States; (iv) after the time and date of this Agreement, there has been any actual or prospective change in
Australia or United States tax laws or regulations that materially adversely affects the Securities to be issued pursuant to this Agreement;
or (v) there shall have occurred any outbreak or escalation of major hostilities in which the United States or Australia is involved,
any declaration of war by Congress or any other national or international calamity or emergency and, in the reasonable judgment of the
Representatives, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical to proceed with
the offering, sale or delivery of the Securities on the terms and in the manner contemplated by this Agreement, the Time of Sale Information
and the Prospectus.
(b) Liabilities.
If this Agreement is terminated pursuant to this Section 9, such termination shall be without liability of any party to any other
party except as provided in Section 4 hereof, and provided further that Sections 1, 6, 7, 8, 13, 14, 15, 16, 17, 18 and 21 shall
survive such termination and remain in full force and effect.
SECTION 10. Default
by One or More of the Underwriters. (a) If, on the Closing Date, any Underwriter defaults on its obligation to purchase the Securities
that it has agreed to purchase hereunder, the non-defaulting Underwriters may in their discretion arrange for the purchase of such Securities
by other persons satisfactory to the Bank on the terms contained in this Agreement. If, within 36 hours after any such default by any
Underwriter, the non-defaulting Underwriters do not arrange for the purchase of such Securities, then the Bank shall be entitled to a
further period of 36 hours within which to procure other persons reasonably satisfactory to the non-defaulting Underwriters to purchase
such Securities on such terms. If other persons become obligated or agree to purchase the Securities of a defaulting Underwriter, either
the non-defaulting Underwriters or the Bank may postpone the Closing Date for up to five full business days in order to effect any changes
that in the opinion of counsel for the Bank or counsel for the Underwriters may be necessary in the Registration Statement and the Prospectus
or in any other document or arrangement, and the Bank agrees to promptly prepare any amendment or supplement to the Registration Statement
and the Prospectus that effects any such changes. As used in this Agreement, the term “Underwriter” includes, for all purposes
of this Agreement unless the context otherwise requires, any person not listed in Schedule 1 hereto that, pursuant to this Section 10,
purchases the Securities that a defaulting Underwriter agreed but failed to purchase.
(b) If,
after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting
Underwriters and the Bank as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased
does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Bank shall have the right to require each
non-defaulting Underwriter to purchase the principal amount of the Securities that such Underwriter agreed to purchase hereunder plus
such Underwriter's pro rata share (based on the principal amount of Securities that such Underwriter agreed to purchase hereunder)
of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made.
(c) If,
after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the non-defaulting
Underwriters and the Bank as provided in paragraph (a) above, the aggregate principal amount of such Securities that remains unpurchased
exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Bank shall not exercise the right described in
paragraph (b) above, then this Agreement shall terminate without liability on the part of the non-defaulting Underwriters. Any termination
of this Agreement pursuant to this Section 10 shall be without liability on the part of the Bank, except that the Bank will continue
to be liable for the payment of expenses as set forth in Section 4 hereof and except that the provisions of Sections 6 and 7 hereof
shall not terminate and shall remain in effect.
(d) Nothing
contained herein shall relieve a defaulting Underwriter of any liability it may have to the Bank or any non-defaulting Underwriter for
damages caused by its default.
SECTION 11. Notices.
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted
by any standard form of telecommunication. Notices to the Underwriters shall be directed to the Representatives at BofA Securities, Inc.,
114 West 47th Street, NY8-114-07-01, New York, New York 10036, United States of America, Attention: High Grade Debt Capital Markets Transaction
Management/Legal, Facsimile: (212) 901-7881; Citigroup Global Markets Inc., 388 Greenwich Street, New York, New York 10013, United States
of America, Facsimile: (646) 291-1469, Attention: General Counsel; HSBC Securities (USA) Inc., 66 Hudson Boulevard, New York, New York
10001, United States of America, Attention: Transaction Management Group, Facsimile: (646) 366-3229, Email: tmg.americas@us.hsbc.com;
RBC Capital Markets, LLC, Brookfield Place, 200 Vesey Street, 8th Floor, New York, New York 10281, United States of America, Attention:
DCM Transaction Management/Scott Primrose, Telephone: (212) 618-7706, Email: TMGUS@rbccm.com; and Westpac Banking Corporation, 275 Kent
Street, Sydney NSW 2000, Australia, Telephone: +61 2 8254 1425, Attention: Executive Director, Head of Syndicate. Any party to this Agreement
may from time to time designate another address to receive notice pursuant to this Agreement by notice duly given in accordance with the
terms of this Section 11.
SECTION 12. Parties.
This Agreement shall inure to the benefit of and be binding upon the Underwriters and the Bank and their respective successors. Nothing
expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties
hereto and their respective successors and the controlling persons and officers and directors referred to in Sections 6 and 7 and their
heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision
herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the
parties hereto and their respective successors and said controlling persons and officers and directors and their heirs and legal representatives,
and for the benefit of no other person, firm or corporation. No purchaser of the Securities from any Underwriter shall be deemed to be
a successor to any party hereunder by reason merely of such purchase.
SECTION 13. Consent
to Jurisdiction; Appointment of Agent to Accept Service of Process.
(a) The
Bank irrevocably consents and agrees, for the benefit of the holders from time to time of the Securities, the Underwriters and the other
persons referred to in Section 12 hereof that any legal action, suit or proceeding against it with respect to its obligations, liabilities
or any other matter arising out of or in connection with this Agreement may be brought in the courts of the State of New York or the courts
of the United States located in The City of New York and hereby irrevocably consents and submits to the non-exclusive jurisdiction of
each such court in personam, generally and unconditionally with respect to any action, suit or proceeding for itself and in respect of
its properties, assets and revenues arising out of or in connection with this Agreement.
(b) The
Bank hereby irrevocably designates, appoints and empowers its New York branch, with offices at 575 Fifth Avenue, New York, New York 10017,
Attention: Branch Manager, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties,
assets and revenues, service of any and all legal process, summons, notices and documents which may be served in any such action, suit
or proceeding brought in any United States or State court with respect to its obligations, liabilities or any other matter arising out
of or in connection with this Agreement and which may be made on such designee, appointee and agent in accordance with legal procedures
prescribed for such courts. If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such,
the Bank agrees to designate a new designee, appointee and agent in The City of New York on the terms and for the purposes of this Section 13
satisfactory to the Underwriters. The Bank further hereby irrevocably consents and agrees to the service of any and all legal process,
summons, notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by serving a copy thereof upon
the relevant agent for service of process referred to in this Section 13 (whether or not the appointment of such agent shall for
any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered
or certified mail, first class, postage prepaid, to the Bank at its address specified in or designated pursuant to this Agreement. The
Bank agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect
in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any
way be deemed to limit the ability of the holders of the Securities, the Underwriters and the other persons referred to in Section 12
hereof to serve any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction
over the Bank or bring actions, suits or proceedings against the Bank in any jurisdiction, and in any manner, as may be permitted by applicable
law. The Bank hereby irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or
hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this
Agreement brought in the United States federal courts located in The City of New York or the courts of the State of New York and hereby
further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding
brought in any such court has been brought in an inconvenient forum.
(c) The
provisions of this Section 13 shall survive any termination of this Agreement, in whole or in part.
SECTION 14. Foreign
Taxes. Any amounts payable hereunder, other than payments of interest, principal or premium, if any, in respect of any of the Securities,
to an Underwriter shall be made free and clear of and without withholding or deduction for or on account of any and all taxes, levies,
imposts, duties, charges or fees of whatsoever nature now or hereafter imposed, levied, collected, deducted or withheld or assessed by
or on behalf of Australia or any political subdivision thereof or by any jurisdiction, other than the United States or any taxing authority
or political subdivision thereof, in which the Bank has a branch, an office or any agency from which payment is made (a “Taxing
Authority”), excluding (i) any such tax which would not have been imposed if such Underwriter had no present or former connection
with any such jurisdiction other than the performance of its obligations hereunder, (ii) any income or franchise tax imposed on the
net income of such Underwriter by any jurisdiction of which such Underwriter is a resident, citizen or domiciliary, or in which such Underwriter
is engaged in business and (iii) any tax imposed that would not have been imposed but for the failure by such Underwriter to comply
with any certification, identification or other reporting requirements concerning the nationality, residence, identity or connection with
any Taxing Authority if compliance is required by such Taxing Authority as a pre-condition to exemption from, or reduction in rate of,
such tax (all such non-excluded taxes, the “Foreign Taxes”). If, by operation of law or otherwise, that portion of amounts
payable hereunder represented by Foreign Taxes withheld or deducted cannot be paid or remitted, then amounts payable under this Agreement
shall be increased to such amounts as are necessary to yield and remit to such Underwriter amounts which, after deduction of all Foreign
Taxes (including all Foreign Taxes payable on such increased payments) equal the amounts that would have been payable if no Foreign Taxes
had been so withheld or deducted (the “Additional Amount”); provided, however, that no Additional Amount with
respect to any payment or compensation to such Underwriter hereunder shall be required to be paid in the event that such payment or compensation
is subject to such Foreign Tax by reason of such Underwriter being connected with the jurisdiction of the Taxing Authority other than
by reason of merely receiving payment hereunder.
SECTION 15. Waiver
of Sovereign Immunity. To the extent that the Bank or any of its properties, assets or revenues may have or may hereafter become entitled
to, or have attributed to it, any right of immunity, on the grounds of sovereignty, from any legal action, suit or proceeding, from the
giving of any relief in any such legal action, suit or proceeding, from setoff or counterclaim, from the jurisdiction of any court, from
service of process, from attachment upon or prior to judgment, from attachment in aid of execution of judgment, or from execution of judgment,
or other legal process or proceeding for the giving of any relief or for the enforcement of any judgment, in any jurisdiction in which
proceedings may at any time be commenced, with respect to its obligations, liabilities or any other matter under or arising out of or
in connection with this Agreement or the Securities, the Bank hereby irrevocably and unconditionally waives, and agrees not to plead or
claim, any such immunity and consents to such relief and enforcement.
SECTION 16. Judgment
Currency. The Bank agrees to indemnify each Underwriter against any loss incurred by such Underwriter as a result of any judgment
or order being given or made for any amount due hereunder and such judgment or order being expressed and paid in a currency (the “Judgment
Currency”) other than United States dollars and as a result of any variation as between (i) the rate of exchange at which the
United States dollar amount is converted into the Judgment Currency for the purpose of such judgment or order and (ii) the rate of
exchange at which such Underwriter would have been able to purchase United States dollars with the amount of the Judgment Currency actually
received by such Underwriter had such Underwriter utilized such amount of Judgment Currency to purchase United States dollars as promptly
as practicable upon such Underwriter’s receipt thereof. The foregoing indemnity shall constitute a separate and independent obligation
of the Bank and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “rate
of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the
relevant currency.
SECTION 17. Joint
Activities. The Bank and the Underwriters have agreed to come together to execute the offering of the Securities under this Agreement.
In order to give effect to their intention, they have severally agreed to obligations on the terms of this Agreement. In particular, the
Bank and the Underwriters acknowledge that activities undertaken jointly, including without limitation, any pricing process, any book-build
process, any solicitation process, any allocation process, any price stabilization transactions and any restrictions on the parties, the
offer, the sale, the resale or the transfer of any Securities, in each case, undertaken under the terms of this Agreement or any arrangements
or understandings which are contemplated by this Agreement are reasonably necessary to implement offers of the Securities under this Agreement.
Nothing in this Section 17 affects the rights, obligations, responsibilities or liabilities of the parties in respect of this Agreement
or any transaction contemplated by it.
SECTION 18. GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW.
SECTION 19. Effect
of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.
SECTION 20. Counterparts.
This Agreement may be executed in one or more counterparts and, if executed in more than one counterpart, the executed counterparts hereof
shall constitute a single instrument. Counterparts may be delivered via facsimile, electronic mail or other transmission method and any
counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. The words
“execution,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate,
agreement or document related to this Agreement, the Indenture or the Securities shall include images of manually executed signatures
transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”)
and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic
records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic
means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based recordkeeping
system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce
Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law
based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.
SECTION 21. Recognition
of the U.S. Special Resolution Regimes.
(a) In
the event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer
from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent
as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were
governed by the laws of the United States or a state of the United States.
(b) In
the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under
a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to
be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement
were governed by the laws of the United States or a state of the United States.
For purposes of this Section 21, the following terms shall have
the following meaning:
“BHC Act Affiliate” has the meaning assigned to
the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Covered Entity” means any of the following:
| (i) | a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); |
| (ii) | a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or |
| (iii) | a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). |
“Default Right” has the meaning assigned to that
term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“U.S. Special Resolution Regime” means each of (i) the
Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and
Consumer Protection Act and the regulations promulgated thereunder.
SECTION 22. Miscellaneous.
In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the
Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Bank, which
information may include the name and address of their respective clients, as well as other information that will allow the Underwriters
to properly identify their respective clients.
[SIGNATURE PAGE FOLLOWS]
If the foregoing is in accordance with your understanding,
please indicate your acceptance of this Agreement by signing in the space provided below.
| Very truly yours, |
| | |
| WESTPAC BANKING CORPORATION |
| | |
| By: | /s/ Nicholas Bellamy |
| | Name: |
Nicholas Bellamy |
| | Title: |
Senior Associate, Global Funding |
[Signature Page to Senior Notes Underwriting Agreement]
| CONFIRMED AND ACCEPTED, as of the date first above written: | |
| |
| As Representatives of the several Underwriters
listed in Schedule 1 hereto | |
| |
| By: |
/s/ Douglas Muller | |
| |
Name: |
Douglas Muller | |
| |
Title: |
Managing Director | |
| CITIGROUP GLOBAL MARKETS INC. |
|
| |
|
| By: |
/s/ Adam D. Bordner |
|
| |
Name: |
Adam D. Bordner |
|
| |
Title: |
Managing Director |
|
| |
|
| HSBC SECURITIES (USA) INC. |
|
| |
|
| By: |
/s/ Patrice Altongy |
|
| |
Name: |
Patrice Altongy |
|
| |
Title: |
Managing Director |
|
| |
|
| RBC CAPITAL MARKETS, LLC |
|
| |
|
| By: |
/s/ Scott G. Primrose |
|
| |
Name: |
Scott G. Primrose |
|
| |
Title: |
Authorized Signatory |
|
| |
|
| WESTPAC BANKING CORPORATION |
|
| |
|
| By: |
/s/ Mark van der Griend |
|
| |
Name: |
Mark van der Griend |
|
| |
Title: |
Executive Director |
|
[Signature Page to Senior Notes Underwriting
Agreement]
Schedule 1
With respect to the 4.600% Notes
| Underwriter | |
Principal Amount | |
| BofA Securities, Inc. | |
US$ | 150,000,000 | |
| Citigroup Global Markets Inc. | |
US$ | 150,000,000 | |
| HSBC Securities (USA) Inc. | |
US$ | 150,000,000 | |
| RBC Capital Markets, LLC | |
US$ | 150,000,000 | |
| Westpac Banking Corporation | |
US$ | 135,000,000 | |
| CIBC World Markets Corp. | |
US$ | 3,750,000 | |
| Crédit Agricole Corporate & Investment Bank | |
US$ | 3,750,000 | |
| Natixis Securities Americas LLC | |
US$ | 3,750,000 | |
| Scotia Capital (USA) Inc. | |
US$ | 3,750,000 | |
| Total | |
US$ | 750,000,000 | |
With respect to the Floating Rate Notes
| Underwriter | |
Principal Amount | |
| BofA Securities, Inc. | |
US$ | 150,000,000 | |
| Citigroup Global Markets Inc. | |
US$ | 150,000,000 | |
| HSBC Securities (USA) Inc. | |
US$ | 150,000,000 | |
| RBC Capital Markets, LLC | |
US$ | 150,000,000 | |
| Westpac Banking Corporation | |
US$ | 135,000,000 | |
| CIBC World Markets Corp. | |
US$ | 3,750,000 | |
| Crédit Agricole Corporate & Investment Bank | |
US$ | 3,750,000 | |
| Natixis Securities Americas LLC | |
US$ | 3,750,000 | |
| Scotia Capital (USA) Inc. | |
US$ | 3,750,000 | |
| Total | |
US$ | 750,000,000 | |
Exhibit 4.1
Execution
Version
THIRTY-FIFTH SUPPLEMENTAL INDENTURE
between
WESTPAC BANKING CORPORATION
and
THE BANK OF NEW YORK MELLON
as Trustee
Dated as of November 20, 2024
THIRTY-FIFTH SUPPLEMENTAL INDENTURE
THIRTY-FIFTH
SUPPLEMENTAL INDENTURE, dated as of November 20, 2024 (the “Thirty-Fifth Supplemental Indenture”),
between WESTPAC BANKING CORPORATION (ABN 33 007 457 141), a company incorporated in the Commonwealth of Australia under the Corporations
Act 2001 of Australia and registered in New South Wales (the “Company”), and THE BANK OF NEW YORK MELLON, a New York
banking corporation, as trustee (the “Trustee”).
RECITALS:
WHEREAS, the Company and The Chase Manhattan Bank
are parties to a Senior Indenture, dated as of July 1, 1999 (the “Base Indenture”), relating to the issuance from
time to time by the Company of Securities in one or more series as therein provided;
WHEREAS, the Trustee has succeeded The Chase Manhattan
Bank as trustee under the Base Indenture;
WHEREAS, the Company and the Trustee entered into
the First Supplemental Indenture, dated as of August 27, 2009 (the “First Supplemental Indenture”), the Fifth
Supplemental Indenture, dated as of August 14, 2012 (the “Fifth Supplemental Indenture”), the Seventeenth Supplemental
Indenture, dated as of November 9, 2016 (the “Seventeenth Supplemental Indenture”), the Twenty-Fifth Supplemental
Indenture, dated November 9, 2018 (the “Twenty-Fifth Supplemental Indenture”), and the Twenty-Eighth Supplemental
Indenture, dated January 16, 2020 (the “Twenty-Eighth Supplemental Indenture”) among other things, to supplement
and amend certain provisions of the Base Indenture (the Base Indenture, as amended and supplemented by the First Supplemental Indenture,
the Fifth Supplemental Indenture, the Seventeenth Supplemental Indenture, the Twenty-Fifth Supplemental Indenture, and the Twenty-Eighth
Supplemental Indenture is referred to herein as the “Amended Base Indenture” and the Amended Base Indenture as further
supplemented by this Thirty-Fifth Supplemental Indenture, is referred to herein as the “Indenture”);
WHEREAS, Section 8.1(5) of the Amended
Base Indenture provides that the Company may enter into a supplemental indenture to change or eliminate any of the provisions of the Amended
Base Indenture, provided that any such change or elimination shall become effective only with respect to any series of Securities which
has not been issued as of the execution of such supplemental indenture or when there is no Security Outstanding of any series created
prior to the execution of such supplemental indenture which is entitled to the benefit of such provision;
WHEREAS, Section 8.1(7) of the Amended
Base Indenture provides that the Company may enter into a supplemental indenture to establish the forms or terms of Securities of any
series as permitted by Sections 2.1 and 3.1 therein;
WHEREAS, the Company deems it advisable to enter
into this Thirty-Fifth Supplemental Indenture for the purposes of amending and supplementing certain provisions of the Amended Base Indenture;
WHEREAS, in connection with the issuance of the
4.600% Notes and the Floating Rate Notes (each as defined herein), the Company has duly authorized the execution and delivery of this
Thirty-Fifth Supplemental Indenture to establish the forms and terms of the 4.600% Notes and the Floating Rate Notes as hereinafter described;
and
WHEREAS, all conditions and requirements of the
Amended Base Indenture necessary to make this Thirty-Fifth Supplemental Indenture a valid, binding and legal instrument in accordance
with its terms have been performed and fulfilled by the parties hereto.
NOW, THEREFORE, for and in consideration of the
premises and other good and valuable consideration, receipt of which is hereby acknowledged by the parties hereto, the parties hereto
hereby agree as follows:
Article I
DEFINITIONS
Section 1.01 General
Definitions. For purposes of this Thirty-Fifth Supplemental Indenture:
(a) Capitalized
terms used herein without definition shall have the meanings specified in the Amended Base Indenture;
(b) All
references to Articles and Sections, unless otherwise specified, refer to the corresponding Articles and Sections of the Amended Base
Indenture; and
(c) The
terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Thirty-Fifth
Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision.
Article II
THE
4.600% Notes
Section 2.01 Title
of Securities. There shall be a series of Securities of the Company designated the “4.600% Notes due October 20, 2026”
(the “4.600% Notes”).
Section 2.02 Limitation
of Aggregate Principal Amount. The aggregate principal amount of the 4.600% Notes shall initially be limited to US$750,000,000. The
Company may from time to time, without the consent of the Holders of the 4.600% Notes, create and issue additional notes having the same
terms and conditions as the 4.600% Notes in all respects or in all respects except for issue date, issue price and, if applicable, the
first date on which interest accrues and the first payment of interest thereon (“Additional 4.600% Notes”). Additional
4.600% Notes issued in this manner will be consolidated with, and will form a single series with, the 4.600% Notes, unless such Additional
4.600% Notes will not be treated as fungible with the 4.600% Notes for U.S. federal income tax purposes. The 4.600% Notes and any such
Additional 4.600% Notes would rank equally and ratably.
Section 2.03 Principal
Payment Date. The principal amount of the 4.600% Notes Outstanding (together with any accrued and unpaid interest) shall be payable
in a single installment on October 20, 2026, which date shall be the Stated Maturity of the 4.600% Notes.
Section 2.04 Interest
and Interest Rates. The 4.600% Notes will bear interest on the unpaid principal amount thereof at a rate of 4.600% per year from November 20,
2024, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, until the principal amount of
the 4.600% Notes shall have been paid or duly provided for, and interest on the 4.600% Notes shall be payable semi-annually in arrears
on April 20 and October 20 of each year, beginning on April 20, 2025. Interest on a 4.600% Note will be paid to the Person
in whose name that 4.600% Note was registered at the close of business on the April 5 or October 5, as the case may be, whether
or not a Business Day, prior to the applicable Interest Payment Date, except that in the case of the Interest Payment Date that is also
the Stated Maturity of the 4.600% Notes, the interest due on such date will be paid to the Person to whom principal is payable upon surrender
of such Note at a Place of Payment. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount
of interest payable for any period less than a full interest period shall be computed on the basis of a 360-day year consisting of twelve
30-day months and the actual days elapsed in a partial month in such period. Any payment of principal or interest required to be made
on an Interest Payment Date that is not a Business Day shall be made on the next succeeding Business Day, and no interest will accrue
on that payment for the period from and after such Interest Payment Date to the date of payment on the next succeeding Business Day. For
purposes of the 4.600% Notes, “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not
a day on which banking institutions in Sydney, Australia, New York, New York, or London, United Kingdom are authorized or obligated by
law or executive order to close.
Section 2.05 Place
of Payment. The Place of Payment where the 4.600% Notes may be presented or surrendered for payment, where the 4.600% Notes
may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the 4.600%
Notes and the Indenture may be served initially shall be the Corporate Trust Office of the Trustee maintained for that purpose in the
Borough of Manhattan, City of New York.
Section 2.06 Redemption.
The Company shall not have the right to redeem the 4.600% Notes other than pursuant to Section 10.8 of the Indenture.
Section 2.07 No
Sinking Fund. The 4.600% Notes are not entitled to the benefit of any sinking fund.
Section 2.08 Form.
The 4.600% Notes shall be issued initially as Registered Securities (as defined in the Indenture) in the form of one or more permanent
notes in global form, without coupons, substantially in the form attached hereto as Exhibit A, deposited with The Bank of New York
Mellon, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as provided in the Indenture.
Section 2.09 Denomination.
The 4.600% Notes shall be issuable only in denominations of US$2,000 and integral multiples of US$1,000 in excess thereof. The
4.600% Notes shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the Officers of
the Company executing the same may determine with the approval of the Trustee.
Section 2.10 Depositary.
The Depository Trust Company shall be the initial Depositary for the 4.600% Notes, until a successor shall have been appointed
and become such pursuant to the applicable provisions of the Indenture, and thereafter, “Depositary” shall mean or include
such successor.
Section 2.11 Defeasance;
Discharge. The provisions of Sections 4.3, 4.4, 4.5 and 4.6 of the Indenture will apply to the 4.600% Notes.
Article III
THE FLOATING RATE NOTES
Section 3.01 Title
of Securities. There shall be a series of Securities of the Company designated the “Floating Rate Notes due October 20,
2026” (the “Floating Rate Notes”).
Section 3.02 Limitation
of Aggregate Principal Amount. The aggregate principal amount of the Floating Rate Notes shall initially be limited to US$750,000,000.
The Company may from time to time, without the consent of the Holders of the Floating Rate Notes, create and issue additional notes having
the same terms and conditions as the Floating Rate Notes in all respects or in all respects except for issue date, issue price and, if
applicable, the first date on which interest accrues and the first payment of interest thereon (“Additional Floating Rate Notes”).
Additional Floating Rate Notes issued in this manner will be consolidated with, and will form a single series with, the Floating Rate
Notes, unless such Additional Floating Rate Notes will not be treated as fungible with the Floating Rate Notes for U.S. federal income
tax purposes. The Floating Rate Notes and any such Additional Floating Rate Notes would rank equally and ratably.
Section 3.03 Principal
Payment Date. The principal amount of the Floating Rate Notes Outstanding (together with any accrued and unpaid interest) shall be
payable in a single installment on October 20, 2026, which date shall be the Stated Maturity of the Floating Rate Notes.
Section 3.04 Interest
and Interest Rates.
(a) The
Floating Rate Notes will bear interest on the unpaid principal amount thereof from November 20, 2024, or from the most recent Floating
Rate Interest Payment Date (as defined below) to which interest has been paid or duly provided for, until the principal amount of the
Floating Rate Notes shall have been paid or duly provided for. The interest rate per annum for the Floating Rate Notes will be reset quarterly
on the first day of each Floating Rate Interest Period (as defined below) and will be equal to Compounded SOFR (as defined below) plus
a margin of 46 basis points, as determined by a calculation agent (the “Calculation Agent”). The Bank of New York Mellon
will initially act as Calculation Agent pursuant to the Calculation Agency Agreement, dated as of December 9, 2010, between the Company
and the Calculation Agent (the “Calculation Agency Agreement”). The amount of interest accrued and payable on the Floating
Rate Notes for each Floating Rate Interest Period will be equal to the product of (i) the Outstanding principal amount of the Floating
Rate Notes multiplied by (ii) the product of (a) the interest rate for the relevant Floating Rate Interest Period (as defined
below) multiplied by (b) the quotient of the actual number of calendar days in such Interest Period divided by 360.
(b) Interest
on the Floating Rate Notes shall be payable quarterly in arrears on each January 20, April 20, July 20 and October 20
(each such date, a “Floating Rate Interest Payment Date”), beginning on January 20, 2025. If any Floating Rate
Interest Payment Date would fall on a day that is not a Business Day, other than the Floating Rate Interest Payment Date that is also
the Stated Maturity of the Floating Rate Notes, that Floating Rate Interest Payment Date will be postponed to the following day that is
a Business Day, except that if such next Business Day is in a different month, then that Floating Rate Interest Payment Date will be the
immediately preceding day that is a Business Day. If the Stated Maturity of the Floating Rate Notes is not a Business Day, payment of
principal and interest on the Floating Rate Notes will be made on the following day that is a Business Day and no interest will accrue
for the period from and after such Stated Maturity of the Floating Rate Notes. Interest on a Floating Rate Note will be paid to the Person
in whose name that Floating Rate Note was registered at the close of business on the January 5, April 5, July 5 and October 5,
as the case may be, whether or not a Business Day, prior to the applicable Floating Rate Interest Payment Date, except that in the case
of the Floating Rate Interest Payment Date that is also the Stated Maturity of the Floating Rate Notes, the interest due on such date
will be paid to the Person to whom principal is payable upon surrender of such Floating Rate Note at a Place of Payment.
(c) On
each Floating Rate Interest Payment Date, the Company will pay interest for the Floating Rate Interest Period ended on the day immediately
preceding such Floating Rate Interest Payment Date. “Floating Rate Interest Period” shall mean the period commencing
on and including November 20, 2024 to but excluding the first Floating Rate Interest Payment Date and each successive period from
and including a Floating Rate Interest Payment Date to but excluding the next Floating Rate Interest Payment Date.
(d) The
interest rate on the Floating Rate Notes for each Floating Rate Interest Period will be equal to Compounded SOFR (as defined herein)
plus a margin of 46 basis points. “Compounded SOFR” will be determined by the Calculation Agent in accordance with the following
formula:
where:
“d0,” for any Observation Period, is the number
of U.S. Government Securities Business Days in the relevant Observation Period;
“i” is a series of whole numbers from one to
d0, each representing the relevant U.S. Government Securities Business Day in chronological order from, and including, the first
U.S. Government Securities Business Day in the relevant Observation Period;
“SOFRi,” for any U.S. Government Securities Business
Day “i” in the relevant Observation Period, is equal to SOFR in respect of that day “i”;
“ni,” for any U.S. Government Securities Business
Day “i” in the relevant Observation Period, is the number of calendar days from, and including, such U.S. Government Securities
Business Day “i” to, but excluding, the following U.S. Government Securities Business Day (“i+1”); and
“d” is the number of calendar days in the relevant
Observation Period.
For
these calculations, the daily SOFR in effect on any U.S. Government
Securities Business Day will be the applicable SOFR as reset on that date.
(e) For
purposes of determining Compounded SOFR, “SOFR” means, with respect to any U.S. Government Securities Business Day:
| (i) | the Secured Overnight Financing Rate published for such U.S. Government Securities Business Day as such rate appears on the Federal
Reserve Bank of New York’s Website at 3:00 p.m. (New York time) on the immediately following U.S. Government Securities Business
Day (the “SOFR Determination Time”); or |
| (ii) | if the rate specified in (i) above does not so appear, unless both a Benchmark Transition Event and its related Benchmark
Replacement Date have occurred, the Secured Overnight Financing Rate as published in respect of the first preceding U.S. Government
Securities Business Day for which the Secured Overnight Financing Rate was published on the Federal Reserve Bank of New York’s Website. |
(f) Notwithstanding
anything to the contrary herein, if the Company or its designee (which may be an independent financial advisor or other designee of the
Company (any of such entities, a ‘‘Designee’’)), determines on or prior to the relevant Reference Time that a
Benchmark Transition Event and its related Benchmark Replacement Date (each as defined below) have occurred with respect to determining
Compounded SOFR, then the benchmark replacement provisions set forth herein will thereafter apply to all determinations of the rate of
interest payable on the Floating Rate Notes.
(g) For
the avoidance of doubt, in accordance with the benchmark replacement provisions, after a Benchmark Transition Event and its related Benchmark
Replacement Date have occurred, the interest payable for each Floating Rate Interest Period on the Floating Rate Notes will be an annual
rate equal to the sum of the Benchmark Replacement (as defined below) and the applicable margin.
(h) Effect
of Benchmark Transition Event
| (i) | Benchmark Replacement. If the Company or its Designee determines that a Benchmark Transition Event and its related Benchmark Replacement
Date have occurred prior to the Reference Time in respect of any determination of the Benchmark on any date, the Benchmark Replacement
will replace the then-current Benchmark for all purposes relating to the Floating Rate Notes in respect of such determination on such
date and all determinations on all subsequent dates. |
| (ii) | Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Company or its Designee
will have the right to make Benchmark Replacement Conforming Changes from time to time. |
| (iii) | Decisions and Determinations. Any determination, decision or election that may be made by the Company or its Designee pursuant to
the benchmark replacement provisions herein, including any determination with respect to tenor, rate or adjustment or of the occurrence
or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection: |
(A) will
be conclusive and binding absent manifest error;
(B) if
made by the Company, will be made in its sole discretion;
(C) if
made by the Company’s Designee, will be made after consultation with the Company, and the Designee will not make any such determination,
decision or election to which the Company objects; and
(D) shall
become effective without consent from any other party.
| (iv) | Any determination, decision or election pursuant to the benchmark replacement provisions not made by the Company’s Designee
will be made by the Company on the basis set forth above. The Designee shall have no liability for not making any such determination,
decision or election. In addition, the Company may designate an entity (which may be the Company’s affiliate)
to make any determination, decision or election that the Company has the right to make in connection with the benchmark replacement provisions
set forth herein. |
(i) Certain
Defined Terms. As used herein:
| (i) | “Benchmark” means, initially, Compounded SOFR, as such term is defined above; provided that if a Benchmark Transition
Event and its related Benchmark Replacement Date have occurred with respect to Compounded SOFR (or the published daily SOFR used in the
calculation thereof) or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement. |
| (ii) | “Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Company
or its Designee as of the Benchmark Replacement Date: |
(A) the
sum of: (I) an alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement
for the then-current Benchmark for the applicable Corresponding Tenor and (II) the Benchmark Replacement Adjustment;
(B) the
sum of: (I) the ISDA Fallback Rate and (II) the Benchmark Replacement Adjustment; and
(C) the
sum of: (I) the alternate rate of interest that has been selected by the Company or its Designee as the replacement for the then-current
Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement for
the then-current Benchmark for U.S. dollar denominated Floating Rate Notes at such time and (II) the Benchmark Replacement Adjustment.
| (iii) | “Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined
by the Company or its Designee as of the Benchmark Replacement Date: |
(A) the
spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero)
that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;
(B) if
the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; and
(C) the
spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company or its Designee giving due
consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar denominated Floating Rate Notes at
such time.
| (iv) | “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative
or operational changes (including changes to the definitions or interpretations of Floating Rate Interest Period, the timing and
frequency of determining rates and making payments of interest, the rounding of amounts or tenors, and other administrative matters) that
the Company or its Designee decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially
consistent with market practice (or, if the Company or its Designee decides that adoption of any portion of such market practice is not
administratively feasible or if the Company or its Designee determines that no market practice for use of the Benchmark Replacement exists,
in such other manner as the Company or its Designee determines is reasonably practicable). |
| (v) | “Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark: |
(A) in
the case of clause (A) or (B) of the definition of “Benchmark Transition Event,” the later of (I) the
date of the public statement or publication of information referenced therein and (II) the date on which the administrator of the
Benchmark permanently or indefinitely ceases to provide the Benchmark; or
(B) in
the case of clause (C) of the definition of “Benchmark Transition Event,” the date of the public statement or publication
of information referenced therein.
For the avoidance of doubt, if the event giving rise to the
Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark
Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.
| (vi) | “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current
Benchmark: |
(A) a
public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator
has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication,
there is no successor administrator that will continue to provide the Benchmark;
(B) a
public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for
the currency of the Benchmark, an insolvency official with jurisdiction over
the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an
entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of
the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such
statement or publication, there is no successor administrator that will continue to provide the Benchmark; or
(C) a
public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the
Benchmark is no longer representative.
| (vii) | “Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately
the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark. |
| (viii) | “Federal Reserve Bank of New York’s Website” means the website of the Federal Reserve Bank of New York, currently
at http://www.newyorkfed.org, or any successor source. |
| (ix) | ‘‘Floating Rate Interest Payment Determination Date’’ means the date two U.S. Government Securities Business
Days before each Floating Rate Interest Payment Date. |
| (x) | “ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc.
or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives
published from time to time. |
| (xi) | “ISDA Fallback Adjustment” means the spread adjustment, (which may be a positive or negative value or zero) that would
apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event
with respect to the Benchmark for the applicable tenor. |
| (xii) | “ISDA Fallback Rate” means the rate that would
apply for derivatives transactions referencing the ISDA Definitions to be effective
upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback
Adjustment. |
| (xiii) | “Observation Period” means, in respect of each Floating Rate Interest Period, the period from, and including, the date
two U.S. Government Securities Business Days preceding the first date in such Floating Rate Interest Period to, but excluding, the
date two U.S. Government Securities Business Days preceding the Floating Rate Interest Payment Date for such Floating Rate Interest Period. |
| (xiv) | “Reference Time” with respect to any determination of the Benchmark means (1) if the Benchmark is Compounded SOFR,
the SOFR Determination Time, and (2) if the Benchmark is not Compounded SOFR, the time determined by the Company or its Designee
in accordance with the Benchmark Replacement Conforming Changes. |
| (xv) | “Relevant Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee
officially endorsed or convened by the Federal Reserve Board and/or the Federal
Reserve Bank of New York or any successor thereto. |
| (xvi) | “SOFR” with respect to any day means the secured overnight financing rate published for such day by the Federal
Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York’s
Website. |
| (xvii) | “Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment. |
| (xviii) | “U.S. Government Securities Business Day” means any day except for a Saturday, a Sunday or a day on which the Securities
Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day
for purposes of trading in U.S. government securities. |
(j) The
interest rate and amount of interest to be paid on the Floating Rate Notes for each Floating Rate Interest Period will be determined by
the Calculation Agent. All determinations made by the Calculation Agent shall, in the absence of manifest error, be conclusive for all
purposes and binding on the Company and the Holders. So long as Compounded SOFR is required to be determined with respect to the Floating
Rate Notes, there will at all times be a Calculation Agent. In the event that any then acting Calculation Agent shall be unable or unwilling
to act, or that such Calculation Agent shall fail duly to establish Compounded SOFR for any Floating Rate Interest Period, or the Company
proposes to remove such Calculation Agent, the Company shall appoint another Calculation Agent.
(k) In
no event shall the Calculation Agent be the Company’s Designee. The Calculation Agent shall have no liability for any determination
made by or on behalf of the Company or its Designee in connection with a Benchmark Transition Event or a Benchmark Replacement or any
adjustments or conforming changes thereto. In no event shall the Calculation Agent be responsible for determining any substitute for SOFR
or any Benchmark Replacement, or for determining whether any Benchmark Transition Event has occurred or for making any Benchmark Replacement
Adjustments or Benchmark Replacement Conforming Changes. In connection with the foregoing, the Calculation Agent will be entitled to conclusively
rely on any determinations made by the Company or its Designee.
(l) In
no event shall the interest rate on the Floating Rate Notes be higher than the maximum rate permitted by New York law, as the same may
be modified by United States law of general application. Additionally, the interest rate on the Floating Rate Notes will in no event be
lower than zero.
(m) All
percentages resulting from any of the calculations in this Article III will be rounded, if necessary, to the nearest one hundred
thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being
rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent
(with one-half cent being rounded upwards).
Section 3.05 Place
of Payment. The Place of Payment where the Floating Rate Notes may be presented or surrendered for payment, where the Floating Rate
Notes may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the
Floating Rate Notes and the Indenture may be served initially shall be the Corporate Trust Office of the Trustee maintained for that purpose
in the Borough of Manhattan, City of New York.
Section 3.06 Redemption.
The Company shall not have the right to redeem the Floating Rate Notes other than pursuant to Section 10.8 of the Indenture.
Section 3.07 No
Sinking Fund. The Floating Rate Notes are not entitled to the benefit of any sinking fund.
Section 3.08 Form.
The Floating Rate Notes shall be issued initially as Registered Securities (as defined in the Indenture) in the form of one or more permanent
notes in global form, without coupons, substantially in the form attached hereto as Exhibit B, deposited with The Bank of New York
Mellon, as custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as provided in the Indenture.
Section 3.09 Denomination.
The Floating Rate Notes shall be issuable only in denominations of US$2,000 and integral multiples of US$1,000 in excess thereof. The
Floating Rate Notes shall be numbered, lettered, or otherwise distinguished in such manner or in accordance with such plans as the Officers
of the Company executing the same may determine with the approval of the Trustee.
Section 3.10 Depositary.
The Depository Trust Company shall be the initial Depositary for the Floating Rate Notes, until a successor shall have been appointed
and become such pursuant to the applicable provisions of the Indenture, and thereafter, “Depositary” shall mean or include
such successor.
Section 3.11 Defeasance;
Discharge. The provisions of Sections 4.3, 4.4, 4.5 and 4.6 of the Indenture will apply to the Floating Rate Notes.
Section 3.12 Defined
Terms. Terms specifically defined in this Article III shall only relate to the Floating Rate Notes and shall have no bearing
on any other series of notes referenced in this Thirty-Fifth Supplemental Indenture.
Article IV
MISCELLANEOUS
Section 4.01 Electronic
Communications. The Trustee shall have the right to accept and act upon instructions, including funds transfer instructions
(“Instructions”) given pursuant to the Indenture and delivered using Electronic Means (as defined below); provided,
however, that, unless previously provided, the Company shall provide to the Trustee an incumbency certificate listing officers with the
authority to provide such Instructions (“Authorized Officers”) and containing specimen signatures of such Authorized
Officers, which incumbency certificate shall be amended by the Company whenever a person is to be added or deleted from the listing.
If the Company elects to give the Trustee Instructions using Electronic Means and the Trustee in its discretion elects to act upon such
Instructions, the Trustee’s understanding of such Instructions shall be deemed controlling. The Company understands and agrees
that the Trustee cannot determine the identity of the actual sender of such Instructions and that the Trustee shall conclusively presume
that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee have
been sent by such Authorized Officer. The Company shall be responsible for ensuring that only Authorized Officers transmit such
Instructions to the Trustee and that the Company and all Authorized Officers are solely responsible to safeguard the use and confidentiality
of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Company. The Trustee shall
not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with
such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction, except as may result
from its own gross negligence, bad faith or willful misconduct. The Company agrees: (i) to assume all risks arising out of
the use of Electronic Means to submit Instructions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized
Instructions (unless the Trustee has acted on such unauthorized Instructions with gross negligence, in bad faith or with willful misconduct),
and the risk of interception and misuse by third parties; (ii) that it is fully informed of the protections and risks associated
with the various methods of transmitting Instructions to the Trustee and that there may be more secure methods of transmitting Instructions
than the method(s) selected by the Company; (iii) that the security procedures (if any) to be followed in connection with its
transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances;
and (iv) to notify the Trustee immediately upon learning of any compromise or unauthorized use of the security procedures.
“Electronic
Means” shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing
applicable authorization codes, passwords and/or authentication keys issued by the Trustee, or another method or system specified by the
Trustee as available for use in connection with its services hereunder.
Section 4.02 OFAC.
None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent, employee or affiliate
of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control
of the U.S. Department of the Treasury (“OFAC”); and the Company will not use the proceeds of the offering of the 4.600%
Notes and the Floating Rate Notes in a manner that would result in a violation by the Bank of the U.S. sanctions administered by OFAC.
Section 4.03 Integral
Part; Effect of Supplement on Indenture. This Thirty-Fifth Supplemental Indenture constitutes an integral part of the Indenture. Except
for the amendments and supplements made by this Thirty-Fifth Supplemental Indenture, the Amended Base Indenture shall remain in full force
and effect as executed.
Section 4.04 Adoption,
Ratification and Confirmation. The Indenture, as amended and supplemented by this Thirty-Fifth Supplemental Indenture, is in all respects
hereby adopted, ratified and confirmed.
Section 4.05 Trustee
Not Responsible for Recitals. The recitals in this Thirty-Fifth Supplemental Indenture shall be taken as statements of the Company,
and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or adequacy of
this Thirty-Fifth Supplemental Indenture.
Section 4.06 Counterparts.
This Thirty-Fifth Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original but such counterparts
shall together constitute but one instrument.
Section 4.07 Separability.
In case any provision of this Thirty-Fifth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 4.08 Governing
Law. This Thirty-Fifth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York,
including all matters of construction, validity and performance.
[Signature page follows]
IN WITNESS WHEREOF, the Company and the Trustee
have executed this Thirty-Fifth Supplemental Indenture as of the date first above written.
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WESTPAC BANKING CORPORATION |
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By: |
/s/ Nicholas Bellamy |
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Name: |
Nicholas Bellamy |
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Title: |
Senior Associate |
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THE BANK OF NEW YORK MELLON, as Trustee |
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By: |
/s/ Craig S. Wenzler |
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Name: |
Craig S. Wenzler |
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Title: |
Vice President |
[Signature
Page to Thirty-Fifth Supplemental Indenture]
EXHIBIT A
(FORM OF FACE OF NOTE)
[THIS SECURITY IS IN GLOBAL FORM WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND
UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. EVERY SECURITY
AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS SECURITY WILL BE IN GLOBAL FORM, SUBJECT TO
THE FOREGOING.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
1 Insert in Global Notes only
| No. | CUSIP No. 961214 FV0 |
| | ISIN
No. US961214FV03 |
WESTPAC BANKING CORPORATION
4.600% NOTE DUE OCTOBER 20, 2026
WESTPAC BANKING CORPORATION, a company incorporated
in the Commonwealth of Australia under the Corporations Act 2001 of the Commonwealth of Australia and registered in New South Wales (the
“Company”, which term includes any successor corporation under the Indenture hereinafter referred to), for value received,
hereby promises to pay to or registered
assigns, the principal sum of (US$ ) on October 20, 2026 (the
“Stated Maturity”). This Note will bear interest on the unpaid principal amount hereof at a rate of 4.600% per year
from November 20, 2024, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, until
the principal amount hereof shall have been paid or duly provided for, and interest on the Notes shall be payable semi-annually in arrears
on April 20 and October 20 of each year (each such date, an “Interest Payment Date”), beginning on April 20,
2025. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of interest payable for
any period less than a full interest period shall be computed on the basis of a 360-day year consisting of twelve 30-day months and the
actual days elapsed in a partial month in such period. Any payment of principal or interest required to be made on an Interest Payment
Date that is not a Business Day shall be made on the next succeeding Business Day, and no interest will accrue on that payment for the
period from and after such Interest Payment Date to the date of payment on the next succeeding Business Day. For purposes hereof, “Business
Day” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in Sydney, Australia,
New York, New York, or London, United Kingdom are authorized or obligated by law or executive order to close.
Interest on this Note which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the close
of business on the April 5 or October 5 (whether or not a Business Day), as the case may be, next preceding such Interest Payment
Date, at the office or agency maintained for such purpose pursuant to the Indenture; provided, however, that at the option of the Company,
interest on this Note may be paid (i) by check mailed to the address of the Person entitled thereto as it shall appear on
the Register or (ii) to a Holder of US$1,000,000 or more in aggregate principal amount of the Notes by wire transfer to an
account maintained by the Person entitled thereto as specified in the Register. Any interest
on this Note which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such
Holder, and such Defaulted Interest shall instead be payable to the Person in whose name this Note is registered on the Special Record
Date or other specified date in accordance with the Indenture. Notwithstanding the foregoing, interest payable on an Interest Payment
Date that is also the Stated Maturity of this Note will be paid at such office or agency to the Person to whom the principal hereof is
payable, upon surrender of this Note at such office or agency.
This Note shall not be entitled to any benefit
under the Indenture hereinafter referred to or be valid or become obligatory for any purpose until the Certificate of Authentication hereon
shall have been signed by or on behalf of the Trustee.
The provisions of this Note are continued on the
reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.
IN WITNESS WHEREOF, the Company has caused this instrument to be executed on this 20th day of November, 2024.
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WESTPAC BANKING CORPORATION |
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By: |
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Name: |
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Title: |
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
herein and issued under the within-mentioned Indenture.
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The Bank of New York Mellon, as Trustee |
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By: |
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Authorized Signatory |
(FORM OF REVERSE OF NOTE)
This Note is one of a duly authorized series of
securities of the Company, issued and to be issued in one or more series under and pursuant to a Senior Indenture, dated as of July 1,
1999 (the “Base Indenture”), duly executed and delivered between the Company and The Bank of New York Mellon, as successor
to The Chase Manhattan Bank, as trustee (the “Trustee”, which term includes any successor trustee under the Indenture),
as amended and supplemented by the First Supplemental Indenture, dated as of August 27, 2009, between the Company and the Trustee
(the “First Supplemental Indenture”), the Fifth Supplemental Indenture, dated as of August 14, 2012, between the
Company and the Trustee (the “Fifth Supplemental Indenture”), the Seventeenth Supplemental Indenture, dated as of November 9,
2016, between the Company and the Trustee (the “Seventeenth Supplemental Indenture”) and the Twenty-Fifth Supplemental
Indenture, dated as of November 9, 2018, between the Company and the Trustee (the “Twenty-Fifth Supplemental Indenture”;
the Base Indenture as amended and supplemented by the First Supplemental Indenture, the Fifth Supplemental Indenture, the Seventeenth
Supplemental Indenture and the Twenty-Fifth Supplemental Indenture is referred to herein as the “Amended Base Indenture”),
and as further amended and supplemented by the Thirty-Fifth Supplemental Indenture, dated as of November 20, 2024, between the Company
and the Trustee (the “Thirty-Fifth Supplemental Indenture”; the Amended Base Indenture, as further amended and supplemented
by the Thirty-Fifth Supplemental Indenture, is referred to herein as the “Indenture”), to which Indenture and all Indentures
supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders of the Notes. This Note is one of a series of securities designated on the face
hereof (the “Notes”). The Notes are issued pursuant to the Indenture and are limited in aggregate principal amount
to US$750,000,000; provided, however, that the Company may from time to time, without the consent of the Holders of the Notes,
create and issue additional notes having the same terms and conditions as the Notes in all respects or in all respects except for issue
date, issue price and, if applicable, the first date on which interest accrues and the first payment of interest thereon. Additional notes
issued in this manner will be consolidated with, and will form a single series with, the Notes, unless such additional notes will not
be treated as fungible with the Notes for U.S. federal income tax purposes. The Notes and any such additional notes would rank equally
and ratably.
In accordance with Section 10.8 of the Indenture,
pursuant to the procedure set forth in Article X of the Indenture, the Company may, at its option, redeem all, but not less than
all, of the Notes if (a) there is a change in or any amendment to the laws or regulations (i) of the Commonwealth
of Australia, or any political subdivision or taxing authority thereof or therein, or (ii) in the event of the assumption
pursuant to Section 7.1 of the Indenture of the obligations of the Company under the Indenture and this Note by an entity organized
under the laws of a country other than the Commonwealth of Australia or a political subdivision of a country other than the Commonwealth
of Australia, of the Commonwealth of Australia or the country in which such entity is organized or resident or deemed resident for tax
purposes or any political subdivision or taxing authority thereof or therein, or (b) there is a change in any application
or interpretation of any such laws or regulations, which change or amendment becomes effective, (i) with respect to taxes
imposed by the Commonwealth of Australia or any political subdivision or taxing authority thereof or therein, on or after the date the
Company originally issued this Note, or (ii) in the event of the assumption pursuant to Section 7.1 of the Indenture
of the obligations of the Company under the Indenture and this Note by an entity organized under the laws of a country other than the
Commonwealth of Australia or a political subdivision of a country other than the Commonwealth of Australia, with respect to taxes imposed
by a non-Australian jurisdiction, on or after the date of the transaction resulting in such assumption, and, in each case, as a result
of such change or amendment (1) the Company is or will become obligated to pay any additional amounts on this Note pursuant
to Section 9.8 of the Indenture or (2) the Company would not be entitled to claim a deduction in computing its taxation
liabilities in respect of (A) any payments of interest or additional amounts or (B) any original issue discount
on this Note.
Before the Company may redeem this Note, it must
give the Holder of this Note at least 30 days’ written notice and not more than 60 days’ written notice of its intention to
redeem this Note, provided that if the earliest date on which (i) the Company will be obligated to pay any additional amounts,
or (ii) the Company would not be entitled to claim a deduction in respect of any payments of interest or additional amounts
on or any original issue discount in respect of this Note in computing its taxation liabilities, would occur less than 45 days after the
relevant change or amendment to the applicable laws, regulations, determinations or guidelines, the Company may give less than 30 days’
written notice but in no case less than 15 days’ written notice, provided it gives such notice as soon as practicable in all the
circumstances.
The Redemption Price for this Note shall equal
100% of the principal amount of this Note plus accrued but unpaid interest to but excluding the date of redemption.
The Indenture contains provisions for defeasance
and covenant defeasance at any time of the indebtedness evidenced by this Note upon compliance by the Company with certain conditions
set forth therein.
If an Event of Default shall have occurred and
be continuing, the principal hereof may be declared, and upon such declaration become, due and payable immediately, in the manner, with
the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions permitting the Holders of not less
than a majority in aggregate principal amount of the Outstanding Notes, on behalf of all of the Holders of the Notes, to waive any Event
of Default under the Indenture and its consequences, subject to Section 5.7 of the Indenture.
In accordance with Section 9.8 of the Indenture,
the Company will pay all amounts that it is required to pay in respect of this Note without withholding or deduction for, or on account
of, any present or future taxes, duties, assessments or other governmental charges imposed or levied by or on behalf of the Commonwealth
of Australia or any political subdivision or taxing authority thereof or therein, unless such withholding or deduction is required by
law. In that event, the Company will pay such additional amounts as may be necessary so that the net amount received by the Holder of
this Note, after such withholding or deduction, will equal the amount that the Holder of this Note would have received in respect of this
Note without such withholding or deduction; provided that the Company will pay no additional amounts in respect of this Note for or on
account of:
| (1) | any tax, duty, assessment or other governmental charge that
would not have been imposed but for the fact that the Holder, or the beneficial owner, of this Note was a resident, domiciliary or national
of, or engaged in business or maintained a permanent establishment or was physically present in, the Commonwealth of Australia or any
political subdivision or taxing authority thereof or therein or otherwise had some connection with the Commonwealth of Australia or any
political subdivision or taxing authority thereof or therein other than merely holding this Note or receiving payments under this Note; |
| (2) | any tax, duty, assessment or other governmental charge that
would not have been imposed but for the fact that the Holder of this Note presented this Note for payment in the Commonwealth of Australia,
unless the Holder was required to present this Note for payment and it could not have been presented for payment anywhere else; |
| (3) | any tax, duty, assessment or other governmental charge that
would not have been imposed but for the fact that the Holder of this Note presented this Note for payment more than 30 days after the
date such payment became due and was provided for, whichever is later, except to the extent that the Holder would have been entitled
to the additional amounts on presenting this Note for payment on any day during that 30 day period; |
| (4) | any estate, inheritance, gift, sale, transfer, personal property
or similar tax, duty, assessment or other governmental charge; |
| (5) | any tax, duty, assessment or other governmental charge which
is payable otherwise than by withholding or deduction; |
| (6) | any tax, duty, assessment or other governmental charge that
would not have been imposed if the Holder, or the beneficial owner, of this Note complied with the Company’s request to provide
information concerning his, her or its nationality, residence or identity or to make a declaration, claim or filing or satisfy any requirement
for information or reporting that is required to establish the eligibility of the Holder, or the beneficial owner, of this Note to receive
the relevant payment without (or at a reduced rate of) withholding or deduction for or on account of any such tax, duty, assessment or
other governmental charge; |
| (7) | any tax, duty, assessment or other governmental charge that
would not have been imposed but for the Holder, or the beneficial owner, of this Note being an associate of the Company’s for purposes
of Section 128F of the Income Tax Assessment Act 1936 of the Commonwealth of Australia, as amended, or any successor act (the “Australian
Tax Act”) (other than in the capacity of a clearing house, paying agent, custodian, funds manager or responsible entity of
a registered scheme under the Corporations Act 2001 of the Commonwealth of Australia, as amended, or any successor act); |
| (8) | any tax, duty, assessment or other governmental charge that
is imposed or withheld as a consequence of a determination having been made under Part IVA of the Australian Tax Act (or any modification
thereof or provision substituted therefor) by the Australian Commissioner of Taxation that such tax, duty, assessment or other governmental
charge is payable in circumstances where the Holder, or the beneficial owner, of this Note is a party to or participated in a scheme
to avoid such tax which the Company was not a party to; |
| (9) | any tax, duty, assessment or other governmental charge arising
under or in connection with Section 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended, including any regulations
or official interpretations issued, agreements (including, without limitation, intergovernmental agreements) entered into or non-U.S.
laws enacted with respect thereto (“FATCA”); or |
| (10) | any combination of the foregoing. |
Subject to the foregoing, additional amounts will
also not be payable by the Company with respect to any payment on this Note to any Holder who is a fiduciary or partnership or other than
the sole beneficial owner of such payment to the extent that payment would, under the laws of the Commonwealth of Australia or any political
subdivision or taxing authority thereof or therein, be treated as being derived or received for tax purposes by a beneficiary or settler
of that fiduciary or member of that partnership or a beneficial owner, in each case, who would not have been entitled to those additional
amounts had it been the actual Holder of this Note.
If, as a result of the Company’s consolidation
or merger with or into an entity organized under the laws of a country other than the Commonwealth of Australia or a political subdivision
of a country other than the Commonwealth of Australia or the sale, conveyance or transfer by the Company of all or substantially all its
assets to such an entity, such an entity assumes the obligations of the Company, such entity will pay additional amounts on the same basis,
except that references to “the Commonwealth of Australia” (other than in clause (7) above) will be treated as references
to both the Commonwealth of Australia and the country in which such entity is organized or resident (or deemed resident for tax purposes).
The Company, and any other Person to or through
which any payment with respect to this Note may be made, shall be entitled to withhold or deduct from any payment with respect to this
Note amounts required to be withheld or deducted under or in connection with FATCA, and Holders and beneficial owners of this Note shall
not be entitled to receive any gross up or other additional amounts on account of any such withholding or deduction.
All references in this Note to the payment of the
principal of or interest on this Note shall be deemed to include the payment of additional amounts to the extent that, in that context,
additional amounts are, were or would be payable as provided above.
The
Indenture contains provisions permitting the Company and the Trustee, with the written consent of the Holders of not less than a majority
in aggregate principal amount (calculated as provided in the Indenture) of the Outstanding Securities of each series adversely affected
thereby to add any provisions to or to change or eliminate any provisions of the Indenture or any supplemental indenture or to modify
the rights of the Holders of the Securities of such series, provided that, without the consent of the Holder of each such Security
so affected, no such modification shall (a) change the Stated Maturity of the principal of, or any installment of principal
of or interest on, any Security, or reduce the principal amount of any Security or the rate of interest thereon, or change the coin or
currency in which any Security or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity of any Security (or, in the case of redemption, on or after the Redemption Date), or (b) reduce
the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such
amendment or modification, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of the Indenture
or certain defaults thereunder and their consequences) provided for in the Indenture, or (c) change any obligation of the
Company to maintain an office or agency in the places and for the purposes specified in Section 9.2 of the Indenture, or (d) except
to the extent provided in Section 8.1(9) of the Indenture, make any change in Section 5.2, 5.7, 5.10 or 8.2 of the Indenture
except to increase any percentage or to provide that certain other provisions of the Indenture cannot be modified or waived except with
the consent of the Holders of each Outstanding Security affected thereby. Any such consent given by the Holder of this Note shall be conclusive
and binding upon such Holder and all future Holders of this Note and of any Notes issued on registration hereof, the transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of such consent is made upon this Note.
No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the place, at the respective time, at the rate and in the coin or currency herein prescribed.
Upon surrender for registration of transfer of
this Note, the Company shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees,
a new Note or Notes of like tenor and authorized denominations for an equal aggregate principal amount in exchange herefor, subject to
the limitations provided in the Indenture. Every Note presented or surrendered for registration of transfer or for exchange shall (if
so required by the Company, the Registrar or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company, the Registrar and the Trustee duly executed by the Holder thereof or his attorney duly authorized in writing.
No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this Note is registered
as the owner hereof for all purposes (subject to the provisions hereof with respect to determination of the Person to whom interest is
payable).
Reference is made to the Indenture for a statement
of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes
and of the terms upon which the Notes are to be authenticated and delivered.
No past, present or future director, officer, employee,
agent, member, manager, trustee or stockholder, as such, of the Company or any successor Person shall have any liability for any obligations
of the Company or any successor Person, either directly or through the Company or any successor Person, under the Notes or the Indenture
or for any claim based on, in respect of or by reason of such obligations or their creation, whether by virtue of any rule of law,
statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise. By accepting
a Note, each Holder agrees to the provisions of Section 1.13 of the Indenture and waives and releases all such liability. Such waiver
and release shall be part of the consideration for the issue of the Notes.
The Notes of this series shall be issuable only
in denominations of US$2,000 and integral multiples of US$1,000 in excess thereof. [This Global Note is exchangeable for Notes in definitive
form only under certain limited circumstances set forth in the Indenture.]2 At the option of the Holder, the Notes (except
a Note in global form) may be exchanged for other Notes, of any authorized denominations and of a like aggregate principal amount containing
identical terms and provisions, upon surrender of the Notes to be exchanged at such office or agency.
2 Insert in Global Notes only
All terms used in this Note that are defined in
the Indenture shall have the meanings assigned to them in the Indenture.
THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS.
TRANSFER NOTICE
FOR VALUE RECEIVED the undersigned registered Holder
hereby sell(s), assign(s) and transfer(s) unto
Insert Taxpayer Identification No.
Please print or typewrite name and address including
zip code of assignee
the within Note and all rights thereunder, hereby
irrevocably constituting and appointing attorney to transfer such Note on the books of the Company with full power of substitution in
the premises.
| Your Signature: |
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(Participant in a Recognized Signature Guaranty Medallion Program) |
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EXHIBIT B
(FORM OF FACE OF NOTE)
[THIS SECURITY IS IN GLOBAL FORM WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND
UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN CERTIFICATED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS
A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. EVERY SECURITY
AUTHENTICATED AND DELIVERED UPON REGISTRATION OF, OR IN EXCHANGE FOR, OR IN LIEU OF, THIS SECURITY WILL BE IN GLOBAL FORM, SUBJECT TO
THE FOREGOING.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1
1 Insert in Global Notes only
| No. | CUSIP No. 961214 FX6 |
| | ISIN
No. US961214FX68 |
WESTPAC BANKING CORPORATION
FLOATING RATE NOTE DUE OCTOBER 20, 2026
WESTPAC
BANKING CORPORATION, a company incorporated in the Commonwealth of Australia under the Corporations Act 2001 of the Commonwealth of Australia
and registered in New South Wales (the “Company”, which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to or
registered assigns, the principal sum of (US$
) on October 20, 2026 (the “Stated Maturity”). This Note will bear interest on the unpaid principal amount hereof
from November 20, 2024, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly
provided for, until the principal amount hereof shall have been paid or duly provided for. The interest rate per annum on this Note will
be reset quarterly on the first day of each Interest Period (as defined below) and will be equal to Compounded SOFR (as defined below)
plus a margin of 46 basis points, as determined by a calculation agent (the “Calculation Agent”). The Bank of New York
Mellon will initially act as Calculation Agent. The amount of interest accrued and payable on this Note for each Interest Period
will be equal to the product of (i) the Outstanding principal amount of this Note multiplied by (ii) the product of (a) the
interest rate for the relevant Interest Period multiplied by (b) the quotient of the actual number of calendar days in such Interest
Period divided by 360.
Interest on this Note shall be payable quarterly
in arrears on each January 20, April 20, July 20 and October 20 (each such date, an “Interest Payment Date”),
beginning on January 20, 2025. If any Interest Payment Date would fall on a day that is not a Business Day, other than the Interest
Payment Date that is also the Stated Maturity for this Note, that Interest Payment Date will be postponed to the following day that is
a Business Day, except that if such next Business Day is in a different month, then that Interest Payment Date will be the immediately
preceding day that is a Business Day. If the Stated Maturity for this Note is not a Business Day, payment of principal and interest on
this Note will be made on the following day that is a Business Day and no interest will accrue for the period from and after such Stated
Maturity.
On each Interest Payment Date, the Company will
pay interest for the Interest Period ended on the day immediately preceding such Interest Payment Date. “Interest Period”
shall mean the period commencing on and including November 20, 2024 to but excluding the first Interest Payment Date and each successive
period from and including an Interest Payment Date to but excluding the next Interest Payment Date.
The interest rate on this Note for each Interest
Period will be equal to Compounded SOFR (as defined herein) plus a margin of 46 basis points. “Compounded SOFR” will
be determined by the Calculation Agent in accordance with the following formula:
where:
“d0,” for any Observation Period, is the number
of U.S. Government Securities Business Days in the relevant Observation Period;
“i” is a series of whole numbers from one to
d0, each representing the relevant U.S. Government Securities Business Day in chronological order from, and including, the first
U.S. Government Securities Business Day in the relevant Observation Period;
“SOFRi,” for any U.S. Government Securities Business
Day “i” in the relevant Observation Period, is equal to SOFR in respect of that day “i”;
“ni,” for any U.S. Government Securities Business
Day “i” in the relevant Observation Period, is the number of calendar days from, and including, such U.S. Government Securities
Business Day “i” to, but excluding, the following U.S. Government Securities Business Day (“i+1”); and
“d” is the number of calendar days in the relevant
Observation Period.
For
these calculations, the daily SOFR in effect on any U.S. Government
Securities Business Day will be the applicable SOFR as reset on that date.
For purposes of determining Compounded SOFR, “SOFR”
means, with respect to any U.S. Government Securities Business Day:
(1) the
Secured Overnight Financing Rate published for such U.S. Government Securities Business Day as such rate appears on the Federal Reserve
Bank of New York’s Website at 3:00 p.m. (New York time) on the immediately following U.S. Government Securities Business Day
(the “SOFR Determination Time”); or
(2) if
the rate specified in (i) above does not so appear, unless both a Benchmark Transition Event and its related Benchmark Replacement
Date have occurred, the Secured Overnight Financing Rate as published in respect of the first preceding U.S. Government Securities
Business Day for which the Secured Overnight Financing Rate was published on the Federal Reserve Bank of New York’s Website.
Notwithstanding
anything to the contrary herein, if the Company or its designee (which may be an independent financial advisor or other designee
of the Company (any of such entities, a ‘‘Designee’’)), determines on or prior to the relevant Reference Time
that a Benchmark Transition Event and its related Benchmark Replacement Date (each as defined below) have occurred with respect to
determining Compounded SOFR, then the benchmark replacement provisions set forth herein will thereafter apply to all determinations of
the rate of interest payable on this Note.
For
the avoidance of doubt, in accordance with the benchmark replacement provisions, after a Benchmark Transition Event and its related Benchmark
Replacement Date have occurred, the interest payable for each Interest Period on this Note will be an annual rate equal to the
sum of the Benchmark Replacement (as defined below) and the applicable margin.
Effect
of Benchmark Transition Event
Benchmark
Replacement. If the Company or its Designee determines that a Benchmark Transition Event and its related Benchmark Replacement
Date have occurred prior to the Reference Time in respect of any determination of the Benchmark on any date, the Benchmark Replacement
will replace the then-current Benchmark for all purposes relating to this Note in respect of such determination on such date and all determinations
on all subsequent dates.
Benchmark
Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Company or its Designee will
have the right to make Benchmark Replacement Conforming Changes from time to time.
Decisions
and Determinations. Any determination, decision or election that may be made by the Company or its Designee pursuant to the benchmark
replacement provisions herein, including any determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence
of an event, circumstance or date and any decision to take or refrain from taking any action or any selection:
(i) will
be conclusive and binding absent manifest error;
(ii) if
made by the Company, will be made in its sole discretion;
(iii) if
made by the Company’s Designee, will be made after consultation with the Company, and the Designee will not make any such determination,
decision or election to which the Company objects; and
(iv) shall
become effective without consent from any other party.
Any
determination, decision or election pursuant to the benchmark replacement provisions not made by the Company’s Designee will
be made by the Company on the basis set forth above. The Designee shall have no liability for not making any such determination, decision
or election. In addition, the Company may designate an entity (which may be the Company’s affiliate)
to make any determination, decision or election that the Company has the right to make in connection with the benchmark replacement provisions
set forth herein.
Certain Defined Terms. As used herein:
“Benchmark” means, initially, Compounded
SOFR, as such term is defined above; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have
occurred with respect to Compounded SOFR (or the published daily SOFR used in the calculation thereof) or the then-current Benchmark,
then “Benchmark” means the applicable Benchmark Replacement.
“Benchmark
Replacement” means the first alternative set forth in the order below that can be determined by the Company or its Designee
as of the Benchmark Replacement Date:
(1) the
sum of: (a) an alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement
for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment;
(2) the
sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; and
(3) the
sum of: (a) the alternate rate of interest that has been selected by the Company or its Designee as the replacement for the then-current
Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement for
the then-current Benchmark for U.S. dollar denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.
“Benchmark
Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Company
or its Designee as of the Benchmark Replacement Date:
(1) the
spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero)
that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement;
(2) if
the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; and
(3) the
spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company or its Designee giving due
consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement
of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar denominated floating rate notes at
such time.
“Benchmark
Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes
(including changes to the definitions or interpretations of Interest Period, the timing and frequency of determining rates
and making payments of interest, the rounding of amounts or tenors, and other administrative matters) that the Company or its Designee
decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market
practice (or, if the Company or its Designee decides that adoption of any portion of such market practice is not administratively feasible
or if the Company or its Designee determines that no market practice for use of the Benchmark Replacement exists, in such other manner
as the Company or its Designee determines is reasonably practicable).
“Benchmark Replacement Date” means
the earliest to occur of the following events with respect to the then-current Benchmark:
(1) in
the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the
date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the
Benchmark permanently or indefinitely ceases to provide the Benchmark; or
(2) in
the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication
of information referenced therein.
For the avoidance of doubt, if the event giving rise to the Benchmark
Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement
Date will be deemed to have occurred prior to the Reference Time for such determination.
“Benchmark Transition Event” means
the occurrence of one or more of the following events with respect to the then-current Benchmark:
(1) a
public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator
has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication,
there is no successor administrator that will continue to provide the Benchmark;
(2) a
public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for
the currency of the Benchmark, an insolvency official with jurisdiction over
the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an
entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of
the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such
statement or publication, there is no successor administrator that will continue to provide the Benchmark; or
(3) a
public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the
Benchmark is no longer representative.
“Corresponding Tenor” with respect
to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment)
as the applicable tenor for the then-current Benchmark.
“Federal Reserve Bank of New York’s
Website” means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source.
“Floating
Rate Interest Payment Determination Date” means the date two U.S. Government Securities Business Days before each Interest Payment
Date.
“ISDA Definitions” means the 2006
ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended
or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.
“ISDA Fallback Adjustment” means the
spread adjustment, (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA
Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor.
“ISDA
Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective
upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback
Adjustment.
“Observation
Period” means, in respect of each Interest Period, the period from, and including, the date two U.S. Government Securities
Business Days preceding the first date in such Interest Period to, but excluding, the date two U.S. Government Securities Business
Days preceding the Interest Payment Date for such Interest Period.
“Reference
Time” with respect to any determination of the Benchmark means (1) if the Benchmark is Compounded SOFR, the SOFR Determination
Time, and (2) if the Benchmark is not Compounded SOFR, the time determined by the Company or its Designee in accordance with
the Benchmark Replacement Conforming Changes.
“Relevant
Governmental Body” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.
“SOFR” with respect to any day means
the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark,
(or a successor administrator) on the Federal Reserve Bank of New York’s Website.
“Unadjusted Benchmark Replacement”
means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
“U.S.
Government Securities Business Day” means any day except for a Saturday, a Sunday or a day on which the Securities Industry
and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes
of trading in U.S. government securities.
The interest rate and amount of interest to be
paid on this Note for each Interest Period will be determined by the Calculation Agent. All determinations made by the Calculation Agent
shall, in the absence of manifest error, be conclusive for all purposes and binding on the Company and the Holders. So long as Compounded
SOFR is required to be determined with respect to this Note, there will at all times be a Calculation Agent. In the event that any then
acting Calculation Agent shall be unable or unwilling to act, or that such Calculation Agent shall fail duly to establish Compounded SOFR
for any Interest Period, or the Company proposes to remove such Calculation Agent, the Company shall appoint another Calculation Agent.
In no event shall the Calculation Agent be the
Company’s Designee. The Calculation Agent shall have no liability for any determination made by or on behalf of the Company or its
Designee in connection with a Benchmark Transition Event or a Benchmark Replacement or any adjustments or conforming changes thereto.
In no event shall the Calculation Agent be responsible for determining any substitute for SOFR or any Benchmark Replacement, or for determining
whether any Benchmark Transition Event has occurred or for making any Benchmark Replacement Adjustments or Benchmark Replacement Conforming
Changes. In connection with the foregoing, the Calculation Agent will be entitled to conclusively rely on any determinations made by the
Company or its Designee.
In
no event shall the interest rate on this Note be higher than the maximum rate permitted by New York law, as the same may be modified
by United States law of general application. Additionally, the interest rate on this Note will in no event be lower than zero.
All percentages resulting from any of the above
calculations will be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a
percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used
in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards).
Interest on this Note which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the close
of business on the January 5, April 5, July 5 or October 5 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date, at the office or agency maintained for such purpose pursuant to the Indenture; provided, however,
that at the option of the Company, interest on this Note may be paid (i) by check mailed to the address of the Person entitled
thereto as it shall appear on the Register or (ii) to a Holder of US$1,000,000 or more in aggregate principal amount of the
Notes by wire transfer to an account maintained by the Person entitled thereto as specified in the Register. Any
interest on this Note which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted
Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such
Holder, and such Defaulted Interest shall instead be payable to the Person in whose name this Note is registered on the Special Record
Date or other specified date in accordance with the Indenture. Notwithstanding the foregoing, interest payable on an Interest Payment
Date that is also the Stated Maturity of this Note will be paid at such office or agency to the Person to whom the principal hereof is
payable, upon surrender of this Note at such office or agency.
This Note shall not be entitled to any benefit
under the Indenture hereinafter referred to or be valid or become obligatory for any purpose until the Certificate of Authentication hereon
shall have been signed by or on behalf of the Trustee.
The provisions of this Note are continued on the
reverse side hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.
IN WITNESS WHEREOF, the Company has caused this
instrument to be executed on this 20th day of November, 2024.
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WESTPAC BANKING CORPORATION |
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By: |
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Name: |
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Title: |
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
herein and issued under the within-mentioned Indenture.
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The Bank of New York Mellon, as Trustee |
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| Dated: |
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By: |
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Authorized Signatory |
(FORM OF REVERSE OF NOTE)
This Note is one of a duly authorized series of
securities of the Company, issued and to be issued in one or more series under and pursuant to a Senior Indenture, dated as of July 1,
1999 (the “Base Indenture”), duly executed and delivered between the Company and The Bank of New York Mellon, as successor
to The Chase Manhattan Bank, as trustee (the “Trustee”, which term includes any successor trustee under the Indenture),
as amended and supplemented by the First Supplemental Indenture, dated as of August 27, 2009, between the Company and the Trustee
(the “First Supplemental Indenture”), the Fifth Supplemental Indenture, dated as of August 14, 2012, between the
Company and the Trustee (the “Fifth Supplemental Indenture”), the Seventeenth Supplemental Indenture, dated as of November 9,
2016, between the Company and the Trustee (the “Seventeenth Supplemental Indenture”) and the Twenty-Fifth Supplemental
Indenture, dated as of November 9, 2018, between the Company and the Trustee (the “Twenty-Fifth Supplemental Indenture”;
the Base Indenture as amended and supplemented by the First Supplemental Indenture, the Fifth Supplemental Indenture, the Seventeenth
Supplemental Indenture and the Twenty-Fifth Supplemental Indenture is referred to herein as the “Amended Base Indenture”),
and as further amended and supplemented by the Thirty-Fifth Supplemental Indenture, dated as of November 20, 2024, between the Company
and the Trustee (the “Thirty-Fifth Supplemental Indenture”; the Amended Base Indenture, as further supplemented by
the Thirty-Fifth Supplemental Indenture, is referred to herein as the “Indenture”), to which Indenture and all Indentures
supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the Holders of the Notes. This Note is one of a series of securities designated on the face
hereof (the “Notes”). The Notes are issued pursuant to the Indenture and are limited in aggregate principal amount
to US$750,000,000; provided, however, that the Company may from time to time, without the consent of the Holders of the Notes,
create and issue additional notes having the same terms and conditions as the Notes in all respects or in all respects except for issue
date, issue price and, if applicable, the first date on which interest accrues and the first payment of interest thereon. Additional notes
issued in this manner will be consolidated with, and will form a single series with, the Notes, unless such additional notes will not
be treated as fungible with the Notes for U.S. federal income tax purposes. The Notes and any such additional notes would rank equally
and ratably.
In accordance with Section 10.8 of the Indenture,
pursuant to the procedure set forth in Article X of the Indenture, the Company may, at its option, redeem all, but not less than
all, of the Notes if (a) there is a change in or any amendment to the laws or regulations (i) of the Commonwealth
of Australia, or any political subdivision or taxing authority thereof or therein, or (ii) in the event of the assumption
pursuant to Section 7.1 of the Indenture of the obligations of the Company under the Indenture and this Note by an entity organized
under the laws of a country other than the Commonwealth of Australia or a political subdivision of a country other than the Commonwealth
of Australia, of the Commonwealth of Australia or the country in which such entity is organized or resident or deemed resident for tax
purposes or any political subdivision or taxing authority thereof or therein, or (b) there is a change in any application
or interpretation of any such laws or regulations, which change or amendment becomes effective, (i) with respect to taxes
imposed by the Commonwealth of Australia or any political subdivision or taxing authority thereof or therein, on or after the date the
Company originally issued this Note, or (ii) in the event of the assumption pursuant to Section 7.1 of the Indenture
of the obligations of the Company under the Indenture and this Note by an entity organized under the laws of a country other than the
Commonwealth of Australia or a political subdivision of a country other than the Commonwealth of Australia, with respect to taxes imposed
by a non-Australian jurisdiction, on or after the date of the transaction resulting in such assumption, and, in each case, as a result
of such change or amendment (1) the Company is or will become obligated to pay any additional amounts on this Note pursuant
to Section 9.8 of the Indenture or (2) the Company would not be entitled to claim a deduction in computing its taxation
liabilities in respect of (A) any payments of interest or additional amounts or (B) any original issue discount
on this Note.
Before the Company may redeem this Note, it must
give the Holder of this Note at least 30 days’ written notice and not more than 60 days’ written notice of its intention to
redeem this Note, provided that if the earliest date on which (i) the Company will be obligated to pay any additional amounts,
or (ii) the Company would not be entitled to claim a deduction in respect of any payments of interest or additional amounts
on or any original issue discount in respect of this Note in computing its taxation liabilities, would occur less than 45 days after the
relevant change or amendment to the applicable laws, regulations, determinations or guidelines, the Company may give less than 30 days’
written notice but in no case less than 15 days’ written notice, provided it gives such notice as soon as practicable in all the
circumstances.
The Redemption Price for this Note shall equal
100% of the principal amount of this Note plus accrued but unpaid interest to but excluding the date of redemption.
The Indenture contains provisions for defeasance
and covenant defeasance at any time of the indebtedness evidenced by this Note upon compliance by the Company with certain conditions
set forth therein.
If an Event of Default shall have occurred and
be continuing, the principal hereof may be declared, and upon such declaration become, due and payable immediately, in the manner, with
the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions permitting the Holders of not less
than a majority in aggregate principal amount of the Outstanding Notes, on behalf of all of the Holders of the Notes, to waive any Event
of Default under the Indenture and its consequences, subject to Section 5.7 of the Indenture.
In accordance with Section 9.8 of the Indenture,
the Company will pay all amounts that it is required to pay in respect of this Note without withholding or deduction for, or on account
of, any present or future taxes, duties, assessments or other governmental charges imposed or levied by or on behalf of the Commonwealth
of Australia or any political subdivision or taxing authority thereof or therein, unless such withholding or deduction is required by
law. In that event, the Company will pay such additional amounts as may be necessary so that the net amount received by the Holder of
this Note, after such withholding or deduction, will equal the amount that the Holder of this Note would have received in respect of this
Note without such withholding or deduction; provided that the Company will pay no additional amounts in respect of this Note for or on
account of:
| (1) | any tax, duty, assessment or other governmental charge that
would not have been imposed but for the fact that the Holder, or the beneficial owner, of this Note was a resident, domiciliary or national
of, or engaged in business or maintained a permanent establishment or was physically present in, the Commonwealth of Australia or any
political subdivision or taxing authority thereof or therein or otherwise had some connection with the Commonwealth of Australia or any
political subdivision or taxing authority thereof or therein other than merely holding this Note or receiving payments under this Note; |
| (2) | any tax, duty, assessment or other governmental charge that
would not have been imposed but for the fact that the Holder of this Note presented this Note for payment in the Commonwealth of Australia,
unless the Holder was required to present this Note for payment and it could not have been presented for payment anywhere else; |
| (3) | any tax, duty, assessment or other governmental charge that
would not have been imposed but for the fact that the Holder of this Note presented this Note for payment more than 30 days after the
date such payment became due and was provided for, whichever is later, except to the extent that the Holder would have been entitled
to the additional amounts on presenting this Note for payment on any day during that 30 day period; |
| (4) | any estate, inheritance, gift, sale, transfer, personal property
or similar tax, duty, assessment or other governmental charge; |
| (5) | any tax, duty, assessment or other governmental charge which
is payable otherwise than by withholding or deduction; |
| (6) | any tax, duty, assessment or other governmental charge that
would not have been imposed if the Holder, or the beneficial owner, of this Note complied with the Company’s request to provide
information concerning his, her or its nationality, residence or identity or to make a declaration, claim or filing or satisfy any requirement
for information or reporting that is required to establish the eligibility of the Holder, or the beneficial owner, of this Note to receive
the relevant payment without (or at a reduced rate of) withholding or deduction for or on account of any such tax, duty, assessment or
other governmental charge; |
| (7) | any tax, duty, assessment or other governmental charge that
would not have been imposed but for the Holder, or the beneficial owner, of this Note being an associate of the Company’s for purposes
of Section 128F of the Income Tax Assessment Act 1936 of the Commonwealth of Australia, as amended, or any successor act (the “Australian
Tax Act”) (other than in the capacity of a clearing house, paying agent, custodian, funds manager or responsible entity of a registered
scheme under the Corporations Act 2001 of the Commonwealth of Australia, as amended, or any successor act); |
| (8) | any tax, duty, assessment or other governmental charge that
is imposed or withheld as a consequence of a determination having been made under Part IVA of the Australian Tax Act (or any modification
thereof or provision substituted therefor) by the Australian Commissioner of Taxation that such tax, duty, assessment or other governmental
charge is payable in circumstances where the Holder, or the beneficial owner, of this Note is a party to or participated in a scheme
to avoid such tax which the Company was not a party to; |
| (9) | any tax, duty, assessment or other governmental charge arising
under or in connection with Section 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended, including any regulations
or official interpretations issued, agreements (including, without limitation, intergovernmental agreements) entered into or non-U.S.
laws enacted with respect thereto (“FATCA”); or |
| (10) | any combination of the foregoing. |
Subject to the foregoing, additional amounts will
also not be payable by the Company with respect to any payment on this Note to any Holder who is a fiduciary or partnership or other than
the sole beneficial owner of such payment to the extent that payment would, under the laws of the Commonwealth of Australia or any political
subdivision or taxing authority thereof or therein, be treated as being derived or received for tax purposes by a beneficiary or settler
of that fiduciary or member of that partnership or a beneficial owner, in each case, who would not have been entitled to those additional
amounts had it been the actual Holder of this Note.
If, as a result of the Company’s consolidation
or merger with or into an entity organized under the laws of a country other than the Commonwealth of Australia or a political subdivision
of a country other than the Commonwealth of Australia or the sale, conveyance or transfer by the Company of all or substantially all its
assets to such an entity, such an entity assumes the obligations of the Company, such entity will pay additional amounts on the same basis,
except that references to “the Commonwealth of Australia” (other than in clause (7) above) will be treated as references
to both the Commonwealth of Australia and the country in which such entity is organized or resident (or deemed resident for tax purposes).
The Company, and any other Person to or through
which any payment with respect to this Note may be made, shall be entitled to withhold or deduct from any payment with respect to this
Note amounts required to be withheld or deducted under or in connection with FATCA, and Holders and beneficial owners of this Note shall
not be entitled to receive any gross up or other additional amounts on account of any such withholding or deduction.
All references in this Note to the payment of the
principal of or interest on this Note shall be deemed to include the payment of additional amounts to the extent that, in that context,
additional amounts are, were or would be payable as provided above.
The Indenture contains provisions permitting the
Company and the Trustee, with the written consent of the Holders of not less than a majority in aggregate principal amount (calculated
as provided in the Indenture) of the Outstanding Securities of each series adversely affected thereby to add any provisions to or to change
or eliminate any provisions of the Indenture or any supplemental indenture or to modify the rights of the Holders of the Securities of
such series, provided that, without the consent of the Holder of each such Security so affected, no such modification shall (a) change
the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount
of any Security or the rate of interest thereon, or change the coin or currency in which any Security or the interest thereon is payable,
or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity of any Security (or, in
the case of redemption, on or after the Redemption Date), or (b) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for any such amendment or modification, or the consent of whose Holders
is required for any waiver (of compliance with certain provisions of the Indenture or certain defaults thereunder and their consequences)
provided for in the Indenture, or (c) change any obligation of the Company to maintain an office or agency in the places and
for the purposes specified in Section 9.2 of the Indenture, or (d) except to the extent provided in Section 8.1(9) of
the Indenture, make any change in Section 5.2, 5.7, 5.10 or 8.2 of the Indenture except to increase any percentage or to provide
that certain other provisions of the Indenture cannot be modified or waived except with the consent of the Holders of each Outstanding
Security affected thereby. Any such consent given by the Holder of this Note shall be conclusive and binding upon such Holder and all
future Holders of this Note and of any Notes issued on registration hereof, the transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent is made upon this Note.
No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the place, at the respective time, at the rates and in the coin or currency herein prescribed.
Upon surrender for registration of transfer of
this Note, the Company shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees,
a new Note or Notes of like tenor and authorized denominations for an equal aggregate principal amount in exchange herefor, subject to
the limitations provided in the Indenture. Every Note presented or surrendered for registration of transfer or for exchange shall (if
so required by the Company, the Registrar or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company, the Registrar and the Trustee duly executed by the Holder thereof or his attorney duly authorized in writing.
No service charge shall be made for any registration of transfer or exchange, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this Note is registered
as the owner hereof for all purposes (subject to the provisions hereof with respect to determination of the Person to whom interest is
payable).
Reference is made to the Indenture for a statement
of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Notes
and of the terms upon which the Notes are to be authenticated and delivered.
No past, present or future director, officer, employee,
agent, member, manager, trustee or stockholder, as such, of the Company or any successor Person shall have any liability for any obligations
of the Company or any successor Person, either directly or through the Company or any successor Person, under the Notes or the Indenture
or for any claim based on, in respect of or by reason of such obligations or their creation, whether by virtue of any rule of law,
statute or constitutional provision or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise. By accepting
a Note, each Holder agrees to the provisions of Section 1.13 of the Indenture and waives and releases all such liability. Such waiver
and release shall be part of the consideration for the issue of the Notes.
The Notes of this series shall be issuable only
in denominations of US$2,000 and integral multiples of US$1,000 in excess thereof. [This Global Note is exchangeable for Notes in definitive
form only under certain limited circumstances set forth in the Indenture.]2 At the option of the Holder, the Notes (except
a Note in global form) may be exchanged for other Notes, of any authorized denominations and of a like aggregate principal amount containing
identical terms and provisions, upon surrender of the Notes to be exchanged at such office or agency.
2 Insert in Global Notes only
All terms used in this Note that are defined in
the Indenture shall have the meanings assigned to them in the Indenture.
THE INDENTURE AND THIS NOTE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS.
TRANSFER NOTICE
FOR VALUE RECEIVED the undersigned registered Holder
hereby sell(s), assign(s) and transfer(s) unto
Insert Taxpayer Identification No.
Please print or typewrite name and address including
zip code of assignee
the within Note and all rights thereunder, hereby
irrevocably constituting and appointing attorney to transfer such Note on the books of the Company with full power of substitution in
the premises.
| Your Signature: |
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| Date: |
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| Signature Guarantee: |
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| By: |
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(Participant in a Recognized Signature Guaranty Medallion Program) |
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Exhibit 5.1
November 20, 2024
Westpac Banking Corporation
Westpac Place
275 Kent Street
Sydney, New South Wales 2000
Australia
Westpac Banking Corporation
US$750,000,000 4.600% Notes due October 20,
2026
US$750,000,000 Floating Rate Notes due October 20,
2026
Ladies and Gentlemen:
This opinion is furnished to you in connection
with the Registration Statement on Form F-3 (File No. 333-283007), as amended (the “Registration Statement”),
and the Prospectus Supplement, dated November 12, 2024 (the “Prospectus Supplement”), to the Prospectus, dated
November 5, 2024, of Westpac Banking Corporation (the “Bank”), a company incorporated in the Commonwealth of
Australia under the Corporations Act 2001 of Australia and registered in New South Wales, filed with the Securities and Exchange Commission
(the “Commission”) relating to the issuance and sale by the Bank of US$$750,000,000 aggregate principal amount of
its 4.600% Notes due October 20, 2026 and US$750,000,000 aggregate principal amount of its Floating Rate Notes due October 20,
2026 (collectively, the “Securities”) issued pursuant to the Senior Indenture, dated as of July 1, 1999 (the
“Base Indenture”), between the Bank and The Bank of New York Mellon, as successor to The Chase Manhattan Bank, as
trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture, dated as of August 27,
2009, between the Bank and the Trustee (the “First Supplemental Indenture”), the Fifth Supplemental Indenture, dated
as of August 14, 2012, between the Bank and the Trustee (the “Fifth Supplemental Indenture”), the Seventeenth
Supplemental Indenture, dated as of November 9, 2016, between the Bank and the Trustee (the “Seventeenth Supplemental Indenture”),
the Twenty-Fifth Supplemental Indenture, dated as of November 9, 2018, between the Bank and the Trustee (the “Twenty-Fifth
Supplemental Indenture”) and the Twenty-Eighth Supplemental Indenture, dated as of January 16, 2021, between the Bank
and the Trustee (the “Twenty-Eighth Supplemental Indenture”; the Base Indenture as amended and supplemented by the
First Supplemental Indenture, the Fifth Supplemental Indenture, the Seventeenth Supplemental Indenture, the Twenty-Fifth Supplemental
Indenture and the Twenty-Eighth Supplemental Indenture is referred to herein as the “Amended Base Indenture”), and
as further supplemented by the Thirty-Fifth Supplemental Indenture, dated as of November 20, 2024, between the Bank and the Trustee
(the “Thirty-Fifth Supplemental Indenture”; the Amended Base Indenture, as amended and supplemented by the Thirty-Fifth
Supplemental Indenture, is referred to herein as the “Indenture”).
| Westpac Banking Corporation |
2 |
November 20, 2024 |
In rendering the opinion expressed below, (a) we
have examined and relied on the originals, or copies certified or otherwise identified to our satisfaction, of such agreements, documents
and records of the Bank and such other instruments and certificates of public officials and officers and representatives of the Bank
as we have deemed necessary or appropriate for the purposes of such opinion, (b) we have examined and relied as to factual
matters upon, and have assumed the accuracy of, the statements made in the certificates of public officials and officers and representatives
of the Bank delivered to us and (c) we have made such investigations of law as we have deemed necessary or appropriate as
a basis for such opinion. In rendering the opinion expressed below, we have assumed with your permission, without independent investigation
or inquiry, (i) the authenticity and completeness of all documents submitted to us as originals, (ii) the genuineness
of all signatures on all documents that we examined, (iii) the conformity to authentic originals and completeness of documents
submitted to us as certified, conformed or reproduction copies, (iv) the legal capacity of all natural persons executing
documents, (v) the power and authority of the Trustee to enter into and perform its obligations under the Indenture, (vi) the
due authorization, execution and delivery of the Indenture by the Trustee, (vii) the enforceability of the Indenture against
the Trustee and (viii) the due authentication of the Securities on behalf of the Trustee in the manner provided in the Indenture.
Based upon and subject to the foregoing and the
qualifications hereinafter set forth, we are of the opinion that the Securities constitute valid and binding obligations of the Bank,
enforceable against the Bank in accordance with their terms.
Our opinion set forth above is subject to the
effects of (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization and moratorium laws, and
other similar laws relating to or affecting enforcement of creditors’ rights or remedies generally, (ii) general equitable
principles (whether considered in a proceeding in equity or at law) and (iii) concepts of good faith, reasonableness and
fair dealing, and standards of materiality.
We express no opinion as to the laws of any jurisdiction
other than the laws of the State of New York, as currently in effect.
We have relied upon the opinion, dated today and
addressed to you, of King & Wood Mallesons, the Bank’s Australian counsel, as to certain matters of Australian law, and
all of the assumptions and qualifications set forth in such opinion are incorporated herein.
| Westpac Banking Corporation |
3 |
November 20, 2024 |
We hereby consent to the filing of this opinion
as an exhibit to the Bank’s Form 6-K filed on November 20, 2024, incorporated by reference in the Registration Statement,
and to the reference to our firm under the heading “Validity of Securities” in the Prospectus Supplement forming a part thereof.
In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7
of the U.S. Securities Act of 1933, as amended.
| |
Very truly yours, |
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/s/ Debevoise & Plimpton LLP |
Exhibit 5.2
| To |
Westpac Banking Corporation
Westpac Place
275 Kent Street
Sydney, New South Wales 2000 |
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CONFIDENTIAL
and privileged |
20 NOVEMBER
2024 |
Ladies and Gentlemen
Westpac Banking Corporation (“Bank”)
US$750,000,000 4.600%
Notes due 20 October 2026 and US$750,000,000 Floating Rate Notes due 20 October 2026 (together, the “Notes”)
offered on 12 November 2024 and issued on 20 November 2024 pursuant to a Senior Indenture, dated as of 1 July 1999 (the
“Base Indenture”), between the Bank and The Bank of New York Mellon as successor to The Chase Manhattan Bank, as trustee
(the “Trustee”), as amended and supplemented by the First Supplemental Indenture, dated as of 27 August 2009, between
the Bank and the Trustee (the “First Supplemental Indenture”), the Fifth Supplemental Indenture, dated as of 14 August 2012,
between the Bank and the Trustee (the “Fifth Supplemental Indenture”), the Seventeenth Supplemental Indenture, dated as of
9 November 2016, between the Bank and the Trustee (the “Seventeenth Supplemental Indenture”), the Twenty-Fifth Supplemental
Indenture, dated as of 9 November 2018, between the Bank and the Trustee (the “Twenty-Fifth Supplemental Indenture”)
and the Twenty-Eighth Supplemental Indenture, dated as of 16 January 2020, between the Bank and the Trustee (the “Twenty-Eighth
Supplemental Indenture”) (collectively with the Base Indenture, the First Supplemental Indenture, the Fifth Supplemental Indenture,
the Seventeenth Supplemental Indenture and the Twenty-Fifth Supplemental Indenture, the “Amended Base Indenture”), and as
further supplemented by the Thirty-Fifth Supplemental Indenture, dated 20 November 2024, between the Bank and the Trustee, providing
for the Notes (the “Thirty-Fifth Supplemental Indenture”; the Amended Base Indenture, as supplemented by the Thirty-Fifth
Supplemental Indenture, is referred to herein as the “Indenture”)
We refer to the filing with the Securities and Exchange Commission
(“SEC”) under the United States Securities Act 1933, as amended (“Securities Act”), of the following
documents in respect of which we have acted as your legal advisers in New South Wales (“NSW”) and the Commonwealth
of Australia (“Australia”) (together the “Relevant Jurisdictions”):
| · | the
Registration Statement of the Bank on Form F-3 dated 5 November 2024 relating to
the registration of Senior Debt Securities (“Registration Statement”); |
| · | the
Prospectus dated 5 November 2024 (“Base Prospectus”); and |
| · | the
Prospectus Supplement dated 12 November 2024 in connection with the issue of the Notes
(“Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”). |
| Westpac Banking Corporation |
20 November 2024 |
This opinion relates only to the laws of the Relevant Jurisdictions,
as interpreted by courts of the Relevant Jurisdictions, at 9.00am (Sydney time) on the date of this opinion. We express no opinion about
the laws of any other jurisdiction or (except as expressly provided in paragraph 4) factual matters.
This opinion is given on the basis that
it will be construed in accordance with the laws of NSW. Anyone relying on this opinion agrees that this opinion and all matters
(including, without limitation, any liability) arising in any way from it are to be governed by the laws of NSW and will be subject to
the non-exclusive jurisdiction of NSW.
We have examined copies (certified or otherwise identified
to our satisfaction) of, and rely on, the following documents:
| (a) | the Registration Statement and the Prospectus and the following
documents which are incorporated by reference into the Prospectus: |
| (i) | the annual report on Form 20-F for the year ended 30 September 2024
(“Form 20-F”); |
| (ii) | the information contained in Exhibit 1 (2024 Pillar 3 Report)
to the Bank’s report on Form 6-K dated 4 November 2024; |
| (iii) | the information contained in the Bank’s report on Form 6-K
(Retirement of Group Executive, HR), excluding Exhibit 1, dated 5 November 2024;
and |
| (iv) | the information contained in the Bank’s report on Form 6-K
(Retirement of Non-Executive Directors), excluding Exhibit 1, dated 5 November 2024; |
| (c) | the
certificate of registration and the constitution of the Bank; and |
| (d) | the resolutions of the board
of directors of the Bank and the approvals of officers of the Bank pursuant to those resolutions
authorising the filing of the Registration Statement and the Prospectus, the execution and
delivery of the Indenture and the issue of the Notes. |
In this opinion “laws” means the common
law, principles of equity and laws constituted or evidenced by documents available to the public generally.
We have assumed:
| (a) | the authenticity of all dates, signatures, seals, duty stamps and
markings; |
| (b) | the completeness, and conformity to originals, of all documents
submitted to us; |
| (i) | all authorisations specified above remain in full force and effect;
and |
| Westpac Banking Corporation |
20 November 2024 |
| (ii) | all authorisations required for the Trustee to enter into the Indenture
have been obtained and remain in full force and effect; |
| (i) | any future amendment to the Indenture does not in any way affect the
matters opined upon in this opinion; |
| (ii) | there has been no breach or repudiation of, or waiver of any rights
or obligations under the Indenture; and |
| (iii) | the Bank and the Trustee remain ready, willing and able to perform
their respective obligations under the Indenture; |
| (e) | that the Indenture and the Notes have been executed and delivered
and, in the case of the Notes, authenticated by duly authorised signatories and delivered
outside Australia in the form which we have examined and that all formalities required under
the laws of the place of execution of the Indenture have been complied with by the Bank and
the Trustee; |
| (f) | that the obligations under the Indenture and the Notes are valid
and binding obligations of the Bank and the Trustee under all relevant laws (including the
laws of the Relevant Jurisdictions except insofar as they affect the obligations of the Bank); |
| (g) | that all the provisions in the Indenture have been, and will be,
strictly complied with by the Bank and the Trustee; |
| (h) | that the Notes have been, and will be, offered and sold in compliance
with all relevant laws and in the manner contemplated by the Registration Statement, the
Prospectus and the Indenture; |
| (i) | the resolutions of the boards of directors referred to in paragraph
1(d) were properly passed (including that any meeting convened was properly convened); |
| (ii) | all directors who participated and voted were entitled so to do; |
| (iii) | the directors and officers of the Bank granting the approvals referred
to in paragraph 1(d) have properly performed their duties; and |
| (iv) | all provisions relating to the declaration of directors’ interests
or the power of interested directors to vote were duly observed, |
but there is nothing in the searches referred to in paragraph
3 or on the face of the extract of the authorisations referred to in paragraph 1(d) that would lead us to believe otherwise;
| (j) | that, if an obligation is to be performed in a jurisdiction outside
Australia, its performance will not be contrary to an official directive, impossible or illegal
under the law of that jurisdiction; |
| Westpac Banking Corporation |
20 November 2024 |
| (k) | that immediately following: |
| (i) | execution of the Indenture, the Bank was solvent; and |
| (ii) | issue of the Notes, the Bank will be solvent; |
| (l) | that the Trustee is not a related party of the Bank for the purposes
of the Corporations Act 2001 of Australia (“Corporations Act”); and |
| (m) | that no person has been, or will be, engaged in conduct that is unconscionable,
dishonest or misleading or deceptive or likely to mislead or deceive (whether by act or omission)
that might make any part of this opinion incorrect and there are no facts or circumstances
not evident from the face of the documents listed in paragraph 1 that might make any part
of this opinion incorrect. |
We have not taken any steps to verify these assumptions
and assume that you do not know or suspect that any of these assumptions is incorrect.
We have examined and rely on:
| (a) | an extract of company information for the Bank obtained from the
Australian Securities and Investments Commission (“ASIC”) in Sydney; |
| (b) | the list of authorised deposit-taking institutions available from
the website of the Australian Prudential Regulation Authority (“APRA”);
and |
| (c) | a search of the insolvency notices website maintained by ASIC to
determine if any notices have been published in relation to the Bank, |
in each case as at, respectively, approximately 8.30am
local time on 20 November 2024.
These records are not necessarily complete or up to date.
We have not examined documents filed by the Bank with ASIC or APRA nor have we made any other searches.
On the foregoing basis and subject to the qualifications
set out below, we are of the opinion that:
| (a) | the Bank is incorporated and validly existing under the laws of
Australia, is capable of suing and being sued in its corporate name and is authorised to
carry on banking business under the Banking Act 1959 of Australia (“Banking Act”); |
| (b) | the Bank has the corporate power and authority to: |
| (i) | enter into the Indenture and observe its obligations under it;
and |
| (ii) | issue the Notes and observe its obligations under them; |
| Westpac Banking Corporation |
20 November 2024 |
| (c) | the Bank has taken all corporate action required on its part to
authorise: |
| (i) | the filing of the Registration Statement, including the Prospectus,
for the issue and sale of the Senior Debt Securities in an unlimited amount; and |
| (ii) | the execution, delivery and observance of its obligations under the
Indenture and the Indenture has been duly executed and delivered by the Bank; and |
| (d) | insofar as the laws of the Relevant Jurisdictions are applicable,
the Bank’s obligations under the Indenture and the Notes are legal, valid, binding
and (subject to the terms of the Indenture) enforceable obligations of the Bank. |
The expression “enforceable” means that
the relevant obligations are of a type that the courts in the Relevant Jurisdictions enforce and does not mean that the obligations will
necessarily be enforced in all circumstances in accordance with their terms.
This opinion is subject to the following qualifications:
| (a) | the nature and enforcement of obligations may be affected by lapse
of time, failure to take action or laws (including, without limitation, laws relating to
bankruptcy, insolvency, liquidation, receivership, administration, reorganisation, reconstruction,
fraudulent transfer or moratoria), certain equitable remedies, by general law doctrines or
statutory relief in relation to matters such as fraud, misrepresentation, mistake, duress,
unconscionable conduct, unfair contracts legislation, frustration, estoppel, waiver, lapse
of time, penalties, courts retaining their ability to adjudicate, public policy or illegality
or similar laws and defences generally affecting creditors’ rights; |
| (b) | an obligation and the rights of a creditor with respect to it may
be affected by laws relating to insolvency (including, without limitation, administration)
and by a specific court order obtained under laws and defences generally affecting creditors’
rights (including, in the case of the Bank, sections 13A and 16 of the Banking Act and section
86 of the Reserve Bank Act 1959 of Australia as described in the Prospectus); |
| (c) | the rights of a party to enforce its rights against the Bank may
be limited or affected by: |
| (i) | breaches by that party of its obligations under the Indenture or the
Notes, or misrepresentations made by it in, or in connection with, the Indenture or the Notes; |
| (ii) | conduct of that party which is unlawful; |
| (iii) | conduct of that party which gives rise to an estoppel or claim by
the Bank; or |
| (iv) | the Australian Code of Banking Practice if adopted by that party; |
| (d) | the availability of certain equitable remedies (including, without
limitation, injunctions and specific performance) is at the discretion of a court in the
Relevant Jurisdictions; |
| (e) | an obligation to pay an amount may be unenforceable if the amount
is held to constitute a penalty; |
| Westpac Banking Corporation |
20 November 2024 |
| (f) | a provision that a statement, opinion, determination or other matter
is final and conclusive will not necessarily prevent judicial enquiry into the merits of
a claim by an aggrieved party; |
| (g) | the laws of the Relevant Jurisdictions may require that: |
| (i) | parties act reasonably and in good faith in their dealings with each
other, including, without limitation, in exercising rights, powers or discretions or forming
opinions; |
| (ii) | discretions are exercised reasonably; and |
| (iii) | opinions are based on good faith; |
| (h) | a party entering into the Indenture may, in doing so, be acting,
or later be held to have acted, in the capacity of a trustee under an undocumented or partially
documented constructive, implied or resulting trust which may have arisen as a consequence
of that party’s conduct; |
| (i) | the question whether a provision of the Indenture which is invalid
or unenforceable may be severed from other provisions is determined at the discretion of
a court in the Relevant Jurisdictions; |
| (j) | an indemnity for legal costs may be unenforceable; |
| (k) | we express no opinion as to: |
| (i) | any provision of a document that requires a person to do or not do something
that is not clearly identified in the provision, or to comply with another document; |
| (ii) | provisions precluding oral amendments or waivers; |
| (iv) | whether the Bank is or will be complying with, or is or will be required
to do or not to do anything by, the prudential standards, prudential regulations or any directions
made by APRA or under the Banking Act; |
| (v) | the accuracy, completeness, correctness or suitability of any formula,
equation or mathematical calculation set out in any document. If any formula, equation or
mathematical calculation is inaccurate, incomplete or unsuitable for the purpose of determining
the amounts or matters for which it has been included, then a court may find that the relevant
formula, equation or mathematical calculation is void for uncertainty; or |
| (A) | proposal to introduce or change a law, or any pending change in law; |
| (B) | law which has been enacted and has not commenced, or if it has commenced,
has not started to apply; or |
| Westpac Banking Corporation |
20 November 2024 |
| (C) | pending judgment, or the possibility of an appeal from a judgment,
of any court; or |
| (D) | the implications of any of them; |
| (l) | laws in connection with sanctions, terrorism or money laundering
may restrict or prohibit payments, transactions and dealings in certain cases; |
| (m) | a court will not give effect to a currency indemnity, a choice of
laws to govern a document or a submission to the jurisdiction of certain courts if to do
so would be contrary to public policy in the Relevant Jurisdictions. However, we consider
it is unlikely that a court in the Relevant Jurisdictions would reach such a conclusion in
relation to New York law; |
| (n) | under laws relating to financial sector entities and related bodies
(including the Banking Act and the Financial Sector (Transfer and Restructure) Act 1999 of
Australia), neither a contract to which the Bank is a party nor any other party to a contract
to which the Bank is a party may deny any obligations under that contract, accelerate any
debt under that contract, close out any transaction relating to that contract or enforce
security under that contract on grounds including that: |
| (i) | the Bank or a related body is subject to a direction by APRA; |
| (ii) | a Banking Act statutory manager (as defined in the Banking Act): |
| (A) | is in control or is appointed to take control of the Bank’s
business or that of a related body; or |
| (B) | takes various actions in respect of any shares in the Bank or a related
body; or |
| (iii) | APRA issues a certificate to transfer compulsorily all or part of
the business of the Bank or a related body or an act is done for the purposes of such a transfer; |
| (o) | a payment made under mistake may be liable to restitution; |
| (p) | we express no opinion on whether unfair contract terms legislation
applies to a document (e.g. if it is a standard form document), but note that if it does
and the relevant document includes any provision which is an unfair term, among other things,
that provision may be void and civil penalties may apply; and |
| (q) | we express no opinion in respect
of the Registration Statement or the Prospectus (and for the avoidance of doubt, including
the documents incorporated by reference in those documents) and we have not been, nor are
we, responsible for verifying the accuracy of the facts, or the reasonableness of any statements
of opinion, contained in those documents, or that no material facts have been omitted from
them. Furthermore, we express no opinion as to whether the Registration Statement or the
Prospectus contain all the information required in order for the issuance, offer and sale
of the Notes not to constitute misleading or deceptive conduct within the meaning of the
Corporations Act or any analogous prohibited conduct under any other law. |
| Westpac Banking Corporation |
20 November 2024 |
We consent to the filing of this opinion
as an exhibit to the Registration Statement when filed by the Bank with the SEC, to this opinion being incorporated by reference
in the Registration Statement and to the reference to our firm under the heading “Validity of Securities” in the Prospectus.
In giving such consent, we do not thereby concede or admit that we are in the category of persons whose consent is required under Section 7
of the Securities Act or the rules and regulations of the SEC thereunder.
We also consent to Debevoise & Plimpton LLP relying on this
opinion for the purpose of the opinion given by them and filed as an exhibit to the Registration Statement.
This opinion is strictly limited to the matters stated in it and does
not apply by implication to other matters and we have no obligation to update it.
Yours faithfully
/s/ King & Wood Mallesons
King & Wood Mallesons
Contact
Philip Harvey | Partner
King & Wood Mallesons
T +61 2 9296 2484
M +61 439 190 394
E philip.harvey@au.kwm.com
Partner profile
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