Non-Cumulative Deferral

Payments of interest on the Securities will be non-cumulative. If all or any part of any interest payment is not paid because of the Payment Conditions or because of any applicable law: (i) Westpac will have no liability to pay the unpaid amount of interest; (ii) neither holders of Securities nor any other person will have a claim (including, without limitation, in a Winding-Up) or entitlement in respect of such non-payment; (iii) such non-payment will not constitute a breach of any conditions in the indenture or the Securities, as described in the Prospectus and Preliminary Prospectus Supplement; (iv) such non-payment will not give any holder of Securities or any other person a right to apply for a Winding-Up, to place Westpac in administration or to seek the appointment of a receiver, receiver and manager, liquidator or provisional liquidator to Westpac or exercise any remedies in respect of the Securities; and (v) such non-payment will not constitute an event of default under the indenture governing the securities (the indenture does not contain any events of default).

Neither holders of Securities nor any other person shall have any rights to receive any additional interest or compensation as a result of such non-payment and any rights of holders of Securities to receive interest on the Outstanding Principal Amount of such Securities shall terminate mandatorily and automatically upon Conversion or Write-Off.

Dividend Stopper

For so long as any Securities remain outstanding, if for any reason a payment of interest on the Outstanding Principal Amount of a Security is not paid in full on an Interest Payment Date, Westpac must not, subject to certain restrictions:

(i) determine or pay any Dividends; or

(ii) undertake any discretionary Buy Back or Capital Reduction,

unless the amount of the unpaid interest payment is paid in full within 20 Business Days of the relevant Interest Payment Date or

(iii) the Securities have been Converted, Written-off or redeemed;

(iv) on a subsequent Interest Payment Date, an interest payment for the subsequent interest period is paid in full; or

(v) a Special Resolution of the holders of the relevant Securities has been passed approving such action,

and, in respect of the actions contemplated by items (iii), (iv) and (v) above, APRA does not otherwise object.

Redemption is subject to APRA's prior written approval, which may or may not be given. Subject to certain conditions set out in the Prospectus and the Preliminary Prospectus Supplement, Westpac will have the right to redeem the Securities, in whole but not in part, on the First Reset Date or any Reset Date thereafter at a redemption price equal to the Outstanding Principal Amount of the Securities to be redeemed, plus any unpaid interest on the Outstanding Principal Amount of the Securities for the period from and including the most recent Interest Payment Date to but excluding the date of redemption, except to the extent that Westpac has determined in its absolute discretion not to pay such interest or Westpac is obliged not to pay such interest because another Payment Condition is not satisfied.

Callable on 21 Sep 2027 and every 5 years thereafter at 100.