BT Tailored Equities Facility, Information Memorandum

BT Tailored
Equities
Facility
Information Memorandum
8 April 2013
Table of contents
Investment Overview
TEF overview
Options overview
Protected Loan overview
Funding the exercise of Executive Options overview
TEF features
What is TEF?
How do I apply to transact through TEF?
Options
1.1
What is an Option?
1.2
Sellers and purchasers
1.3
American and European Options
1.4
Settlement method
1.5
Option Transaction timing
1.6
Corporate Actions
1.7
Dividends & franking credits
1.8
Early termination
1.9
Fees and charges
1.10
Key benefits and risks of investing in Options
1.11
Expiry
10
1.12
Examples of using Options
12
Protected Loan
17
2.1
How does a Protected Loan work?
17
2.2
Using a Protected Loan to borrow money against

Securities you already own (Securityholder Application).
17
2.3
Protected Loan Transaction timing
17
2.4
Minimum Protected Loan Amount
17
2.5
Mortgage
18
2.6
Corporate Actions
18
2.7
Dividends & franking credits
18
2.8
Term
18
2.9
Early termination
18
2.10
Fees and charges
18
2.11
Key benefits and risks of investing with a Protected

Loan
18
2.12
Maturity
19
2.13
An example of using a Protected Loan
20
Funding Executive Options using a Protected

Loan
21
An example of funding Executive Options with a

Protected Loan
21
3
3.1
Tax
23
Terms and Conditions
36
Glossary
57
Westpac Banking Corporation ABN 33 007 457 141, AFSL

233714 (Westpac) is the issuer of the BT Tailored Equities
Facility (TEF). The Information Memorandum (IM) for TEF is
issued by Westpac. The information contained in the IM is
general information only and has been prepared without
taking into account your individual investment objectives,
needs or financial circumstances. You should read the whole
of the IM, make sure you understand how TEF works and
consider the risk factors in light of your individual investment
objectives, needs and financial circumstances before
deciding whether to enter into TEF. IfWestpac requires a
Guarantee and Indemnity from any person in relation to a
Protected Loan under TEF, the Guarantor(s) should also obtain
appropriate legal and financial advice.
An investment in Options or a Protected Loan through TEF is
not a deposit with or other liability of Westpac or of any
Westpac Group company, and is subject to investment risk
including possible delays in repayment and loss of amounts
invested. Neither Westpac nor any other Westpac Group
company guarantees the performance of any investment
offered through TEF. TEF is only available to Australian
residents who are wholesale clients (as that term is defined
in the Corporations Act 2001 (Cth)).
Investment Overview
The following table provides an overview of the BT Tailored Equities
Facility (TEF). You should read this Information Memorandum in full,
including the Terms and Conditions, and seek your own independent
legal, taxation and financial advice before making any decision to invest
through TEF.
TEF overview
Who is the Issuer?
Westpac Banking Corporation, Level 5, 275 Kent St, Sydney NSW 2000, ABN 33 007
457 141, AFSL 233714 (Westpac).
What is TEF?
TEF is an options and lending facility which offers you the opportunity to:
1. purchase and/or sell over-the-counter (OTC) Options
2. borrow to purchase Securities, or use Securities which you already own to borrow
wholly or predominantly for Business or Investment Purposes, through a Protected
Loan
3. fund the exercise of Executive Options with a Protected Loan.
What Securities are

available through TEF?
Selected ASX-quoted securities and exchange-traded funds (ETFs) including generally

the top 50 ASX-quoted securities by market capitalisation. Westpac may extend or
reduce the range of Securities available through TEF at its discretion.
What is the Term of

a TEF transaction?
TEF transactions may have a Term of up to five years, or as otherwise agreed by

Westpac.
What are the tax

considerations?
A general summary of the likely tax treatment of Transactions entered into in connection
with TEF is provided in Section 4 of this IM. You should seek your own tax advice before
investing through TEF.
Who can apply for TEF?
The following entities can apply for TEF:

`` individuals
`` companies
`` trusts with individual trustees or
`` trusts with corporate trustees.
All applicants must be Australian residents for taxation purposes and wholesale clients
(as that term is defined in Chapter 7 of the Corporations Act).
Options overview
What type of Options are

available through TEF?
You can enter into the following types of Options (or combinations thereof) through TEF:
`` Bought Call Options
`` Bought Put Options
`` Sold Call Options
`` Sold Put Options and
`` Collars.
Options through TEF can be American Options or European Options (other than Collars,
which can generally only be European Options). The key features of Options through
TEF can be tailored to your needs.
Who is the Option

counterparty?
Options through TEF are traded over-the-counter or OTC and are not traded on any
exchange or cleared through any clearing house. Westpac is your counterparty in
respect of all Options. As a result, you are exposed to the credit risk of Westpac.
What is a Call Option?
A Call Option gives the purchaser the right, but not the obligation, to buy a specified
parcel of Securities from the seller of the Call Option at a predetermined price on a
predetermined Expiry Date (in the case of an European Option) OR on or before a
predetermined Expiry Date (in the case of an American Option). A Call Option may be
settled by Physical Settlement or Cash Settlement.
Investment Overview (Continued)
What is a Put Option?
A Put Option gives the purchaser the right, but not the obligation, to sell a specified
parcel of Securities to the seller of the Put Option at a predetermined price on a
predetermined Expiry Date (in the case of an European Option) OR on or before a
predetermined Expiry Date (in the case of an American Option). A Put Option may be
settled by Physical Settlement or Cash Settlement.
What is a Collar?
A Collar operates economically in a similar way to a combination of a Put Option and a

Call Option, as if you had purchased a Put Option with a nominated Strike Price (called
the Floor Price) at the same time as you had sold a Call Option to Westpac with a higher
Strike Price (called the Cap Price). Collars can only generally be European Options. A
Collar may be settled by Physical Settlement or Cash Settlement.
What is the minimum

transaction amount?
Each Option transaction must have a Notional Value of at least $500,000. This does not
mean that you must invest $500,000 of your own capital, or that the Option must have
a Premium of $500,000. Rather, the Notional Value for an Option is the number of
Securities in the Parcel for that Option multiplied by the Strike Price for that Option (or, in
the case of a Collar, the Floor Price). Westpac may lower the minimum Notional Value
on a case by case basis at its absolute discretion.
What is the Premium?
The Premium for an Option is the price that the purchaser of an Option pays to
purchase the Option from the seller of the Option. If you purchase an Option other than
a Collar or a Loan Put Option, you will pay a Premium. If you sell an Option, Westpac
will pay a Premium to you.
If you purchase a Collar, you may be required to pay a Premium to Westpac, Westpac
may be required to pay a Premium to you, or there may be no Premium required to be
paid by either party. Whether a Premium is required to be paid, and by which party, will
depend on the parameters of the Collar, in particular, the level of the Floor Price and the
Cap Price.
If you enter into a Protected Loan and are required to acquire a Loan Put Option, you
will not pay any separate Premium in respect of the Loan Put Option. Instead, the
Premium will form part of the interest on the Protected Loan.
What is the Strike Price, the

Floor Price and the Cap
Price?
The Strike Price refers to the price which must be paid to exercise an Option other than
a Collar (in the case of Physical Settlement). A Call Option will be automatically
exercised at Expiry if the Expiry Price of the Securities underlying an Option is greater
than the Strike Price (In-The-Money). A Put Option will be automatically exercised at
Expiry if the Expiry Price of the Securities underlying an Option is less than the Strike
Price (In-The-Money).
In the case of a Collar, there is no Strike Price. Instead there are two relevant prices, the
Floor Price and the Cap Price. A Collar will be automatically exercised at Expiry if the
Expiry Price of the Securities underlying an Option is less than the Floor Price (In-TheMoney) or greater than the Cap Price (In-The-Money).
The Strike Price for an Option other than a Collar, and the Floor Price and Cap Price for
a Collar, will be specified in the relevant Confirmation.
What are the key benefits of

using Options?
There are various potential benefits involved in entering into an Option Transaction.
These benefits will differ depending on the type of Option you have entered into. See
section 1.10 of this IM for an overview of the key benefits of investing in different types
of Options.
What are the key risks of

using Options?
There are various risks involved in entering into an Option Transaction. These risks will
differ depending on the type of Option you have entered into. See section 1.10 of this
IM for an overview of the key risks of investing in different types of Options.
How does the Mortgage

operate?
Sold Call Option

`` If you have Sold Call Options, your obligations to Westpac will be secured by a
Mortgage granted to Westpac over the Security Collateral.
Sold Put Option
`` If you have Sold Put Options, you will be required to lodge Cash Collateral in a
Westpac Account which will become subject to a Mortgage as security for your
obligations under the Sold Put Option.
Collar
`` If you enter into a Collar, your obligations to Westpac will be secured by a Mortgage
granted to Westpac over the Security Collateral.
1800 990 107
What happens at Expiry of an

Option?
The outcomes at Expiry will depend upon the type of Option and whether you nominate
Cash Settlement or Physical Settlement. See section 1.11 of this IM for a table setting
out the various potential consequences at Expiry for the different types of Options.
What are the costs and fees?
Brokerage of up to 1.1% inclusive of GST (but generally 0.22% inclusive of GST) will be
payable in respect of the purchase and sale of Securities underlying Options to which
Physical Settlement applies.
Premium for Bought Call Options, Bought Put Options and (depending on the
parameters) Collars will be payable.
Any other fees as agreed between you and Westpac will also be payable.
Protected Loan overview
What is a Protected Loan?
A Protected Loan is a loan which can be used to purchase Securities (or, if you already
own Securities, you can use a Protected Loan to borrow money against these
Securities, wholly or predominantly for Business or Investment Purposes.
If you borrow using a Protected Loan, you must also purchase a Loan Put Option to
protect an amount at least equal to the Protected Loan Amount. You will not pay any
separate Premium in respect of the Loan Put Option. Instead, the Premium will form
part of the interest on the Protected Loan.
What is the interest rate and

how is interest paid?
Interest rate
You can elect a fixed interest rate or annually resetting interest rate.
Interest payment frequency
Interest on your Protected Loan must be paid annually in advance (unless otherwise
agreed with Westpac). Westpac may alter the interest payment frequency upon request
at its absolute discretion. Your nominated bank account will be direct debited for the
first Interest Period on the Business Day after the Issue Date. If your Protected Loan is
for a Term greater than one year, you will be direct debited for subsequent Interest
Periods on each anniversary of the Issue Date.
What is the minimum

Protected Loan Amount?
The minimum Protected Loan Amount is $500,000. Westpac may lower the minimum
Protected Loan Amount upon request at its absolute discretion.
How does limited recourse

operate?
A Protected Loan is a limited recourse loan only at Maturity, and provided you have
complied with all your obligations under this IM and the Terms and Conditions in respect
of the Protected Loan, and there is no Default.
What are the key benefits of

a Protected Loan?
There are various potential benefits involved in entering into a Protected Loan. See
section 2.11 of this IM for an overview of the key benefits of investing in a Protected
Loan.
What are the key risks of

a Protected Loan?
There are various potential risks involved in entering into a Protected Loan. See section
2.11 of this IM for an overview of the key risks of investing in a Protected Loan.
How does the Mortgage

operate?
Your obligation to repay the Protected Loan Amount and your other obligations under
the Protected Loan will be secured by a Mortgage granted to Westpac over the
Securities as well as any other Secured Property.
What happens at Maturity?
See section 2.12 of this IM for a table setting out the potential outcomes at Maturity for
a Protected Loan.
What are the costs and fees?
`` interest on the Protected Loan;

`` any Loan Establishment Fee as set out in your Confirmation;
`` brokerage of up to 1.1% inclusive of GST (but generally 0.22% inclusive of GST) for
the purchase and sale of Securities; and
`` any other fees as agreed between you and Westpac.
Investment Overview (Continued)

Funding the exercise of Executive Options overview
How can a Protected Loan be

used to fund the exercise of
Executive Options?
`` Westpac will lend you money through a Protected Loan to fund the exercise of
Executive Options.
`` The Company will transfer the relevant Securities to your Westpac HIN where they
will be held as security for your Protected Loan, subject to a Mortgage in favour of
Westpac.
`` You pay upfront interest on the Protected Loan, any Loan Establishment Fee and
any other fees agreed between you and Westpac (if any).
What are the key benefits?
`` Allows you to exercise your Executive Options without you providing the full exercise
price upfront.
`` The other key benefits will be the same as for a Protected Loan, as discussed in
section 2.11 of this IM.
What are the key risks?
`` If the Company fails to transfer the relevant Securities to your Westpac HIN, you will
be liable for the entire Protected Loan Amount, regardless of whether you have
ownership of the relevant Securities.
`` The other key risks will be the same as for a Protected Loan, as discussed in
What happens at Maturity?
Your choices at maturity will be the same as for a Protected Loan, as discussed in
What are the other features of

the Protected Loan?
See the Protected Loan overview above for other features of using a Protected Loan.
1800 990 107
TEF features
This section provides a brief description of the
key features of TEF. You should read this IM in full,
including the Terms and Conditions, and seek your
own independent legal, taxation and financial advice
before making any decision to invest through TEF.
The Guarantor will be personally liable for these

amounts. Where there is more than one Guarantor,
the Guarantors will be jointly and severally liable
for any amount owing under the Guarantee and
Indemnity.
What is TEF?
We will send details of the Guarantee and Indemnity

to the Guarantor separately. Guarantors will need
to have regard to the terms of the Guarantee and
Indemnity (which will be provided to them following
the receipt of a trustee or company application).
TEF is the BT Tailored Equities Facility which allows

wholesale clients to:
`` purchase and/or sell Options;
`` borrow money with a Protected Loan to purchase
Securities or borrow against Securities you
already own; or
`` fund the exercise of Executive Options with a
Protected Loan.
How do I apply to transact

through TEF?
You can apply to transact through TEF by completing
the Application Form attached to this IM. You must
be a wholesale client (as that term is defined in the
Corporations Act) to apply to establish a TEF.
If your application is approved, a TEF in your
name will be established. Once established, you
can contact Westpac and request to enter into a
Transaction.
TEF Transactions can be tailored to your investment
needs. Westpac may prepare a Deal Sheet based
on your request that sets out the details of your
proposed Transaction. If you agree to the terms set
out in the Deal Sheet, Westpac may then execute a
Transaction with you. You should note that Westpac
cannot guarantee that the indicative terms set out in
a Deal Sheet will be achieved.
Alternatively, you may contact the TEF Investor
Relations team on 1800 990 107 and agree upon
the terms of a Transaction with Westpac over the
phone.
The final terms of the Transaction will be set out in a
Confirmation that will be sent to you.
Depending on the types of Transactions you wish

to enter into, we may require you to establish a
Westpac HIN (in the case of a Sold Call Option,
a Collar or a Protected Loan) or open a Westpac
Account (in the case of a Sold Put Option).
If you are required to establish a Westpac HIN, you
will need to enter into a sponsorship agreement with
the Sponsor.
If you are required to establish a Westpac Account,
you will need to enter into separate account opening
documentation with us.
Westpac may pay distributors, brokers, financial
advisers or other intermediaries (including
employees or related bodies corporate of Westpac)
commission of up to 2.2% (inclusive of GST) of the
initial value of a Transaction and on an ongoing
basis up to 0.55% per annum (inclusive of GST) of
the value of a Transaction subject to applicable law.
These amounts will be paid by Westpac out of its
own funds and will not represent an additional cost
to you.
Please also note that although Securities will
generally be held in your Westpac HIN, we may from
time to time require the Custodian to hold, on your
behalf, any Secured Property in connection with any
Transaction (including in the case of a Corporate
Action).
You can contact us to enquire about transacting
through TEF by calling us on 1800 990 107, or
through your adviser.
If you are a trustee applicant (whether a corporate

trustee or an individual trustee) or a company
applicant, we may require a Guarantee and
Indemnity from a Guarantor. Under the Guarantee
and Indemnity, we will seek to recover from the
Guarantor any amounts that you owe us in relation
to a Transaction that exceed the amount recovered
under the Mortgage. The Guarantor will also
unconditionally and irrevocably indemnify us against
liability, loss or costs we suffer or incur if you are
unable to meet your obligations to us.
1. Options
1.1
What is an Option?
Options available through TEF allow you to enter

into a contract under which you have the right, but
not the obligation, to acquire (in the case of a Call
Option) or dispose of (in the case of a Put Option)
a Parcel of Securities at a predetermined price
(known as the Strike Price, or in the case of a Collar,
the Floor Price or the Cap Price) on or before a
predetermined date (Expiry Date). You can also sell
Options, in which case an equivalent right is granted
to Westpac. To acquire this right, the purchaser
of an Option must generally pay an amount to the
seller of the Option called the Premium.
Options offered through TEF are over-the-counter
or OTC which means that they represent a contract
between you and Westpac, and are not traded on
any exchange. Therefore, when you enter into an
Option with Westpac, you are exposed to the credit
risk of Westpac.
Options can be Put Options, Call Options or Collars.
A Call Option gives the purchaser the right, but
not the obligation, to buy a Parcel of Securities
at a predetermined Strike Price on or before a
predetermined Expiry Date. If the purchaser of the
Call Option exercises their right to buy, the Option
seller must sell the Parcel of Securities to the Call
Option purchaser at the Strike Price.
A Put Option gives the purchaser the right, but
not the obligation, to sell a Parcel of Securities
at a predetermined Strike Price on or before a
predetermined Expiry Date. If the purchaser of the
Put Option exercises their right to sell, the Option
seller must buy the Parcel of Securities from the Put
Option purchaser at the Strike Price.
A Collar operates economically in a similar way to a
combination of a Put Option and a Call Option, as if
you had purchased a Put Option with a nominated
Strike Price (called the Floor Price) at the same time
as you had sold a Call Option to Westpac with a
higher Strike Price (called the Cap Price).
Options (other than Collars) can be American
Options or Europeans Options, as discussed in
section 1.3 below. Collars can generally only be
European Options.
Options can be subject to Physical Settlement or
Cash Settlement, as discussed in section 1.4 below.
1.2 Sellers and purchasers

Every Option (other than a Collar) has both a seller
and a purchaser.
A purchaser of an Option buys the right to acquire or
dispose of a parcel of Securities at a predetermined
price on or before a predetermined Expiry Date. The
buyer of an Option is also known as the taker as
they have the option to take up the right to purchase

or sell the Securities covered by the Option, or not.
If you buy an Option, this IM will refer to the Option
as a Bought Call Option, a Bought Put Option or a
Collar.
A seller of an Option sells the right to acquire or
dispose of a Parcel of Securities at a predetermined
price on or before a predetermined Expiry Date.
The Seller of an Option is also known as the writer
because the seller underwrites the obligation to
deliver or accept the Securities covered by the
Option. If you sell an Option, this IM will refer to the
Option as a Sold Call Option or a Sold Put Option.
1.3 American and European

Options
Both American and European Options will be
available through TEF.
European Options can only be exercised on the
Expiry Date, before the Expiry Time. Collars will
generally be required to be European Options.
American Options can be exercised up until the
Expiry Time on the Expiry Date.
You may exercise an Option by giving an Exercise
Notice to Westpac within the relevant timeframe
specified above. Both American Options and
European Options which are In-The-Money at the
Expiry Time will be automatically exercised.
1.4 Settlement method

You can choose to settle your Option either by:
`` Physical Settlement the physical delivery or
receipt of the Securities; or
`` Cash Settlement the payment or receipt of a
cash amount.
At the time of entry into an Option, you will be
required to elect whether Physical Settlement or
Cash Settlement will apply to your Option. Your
election will be set out in the Confirmation for the
Option. If you do not make an election, the default
settlement method will be Cash Settlement (other
than in the case of a Loan Put Option, where
Physical Settlement must apply).
You may change the election set out in your
Confirmation by contacting the TEF Investor
Relations team on 1800 990 107 at least 3 Business
Days prior to the Expiry Date.
1.5 Option Transaction timing

If Westpac agrees to enter into an Option with you,
Westpac will enter into the Option with you on the
Issue Date. If you have bought an Option and are
required to pay a Premium, your nominated bank
account will be direct debited for the Premium
1800 990 107
on the Business Day after the Issue Date. If you

have sold an Option or entered into a Collar, and
are to receive a Premium, your nominated bank
account will be direct credited the Premium on the
Business Day after the Issue Date (provided you
have complied with your obligation to lodge Security
Collateral or Cash Collateral in a Westpac HIN or
Westpac Account, as applicable).
You may be able to terminate Options prior to their

Expiry Date and enter into new Options at the same
time, with Westpacs consent. For example, if you
wish to change the Strike Price of a Bought Call
Option during the term, you could terminate the
Bought Call Option early, and on the same day,
enter into a new Bought Call Option with the same
Expiry Date but with a different Strike Price.
1.6 Corporate Actions
1.9 Fees and charges
Westpac has broad rights should a Corporate

Action occur, as set out in clause 23 of the Terms
and Conditions. You should read the Terms and
Conditions carefully before entering into an Option
with Westpac.
This Section describes the fees and charges

involved with investing in Options through TEF.
1.7 Dividends & franking credits

For Sold Call Options and Collars, you may still
be entitled to receive any Dividends paid on the
Security Collateral and you may be entitled to receive
the benefit of any franking credits attached to the
Dividend (subject to being a qualified person see
section 4). Where you own the Securities the subject
of a Bought Put Option, you may be entitled to
receive the benefit of any franking credits attached to
Dividends paid on the Securities (subject to being a
qualified person see section 4).
1.8 Early termination

If you wish to terminate an Option which you have
entered into prior to its Expiry Date, you may contact
the TEF Investor Relations team on 1800 990 107
to request an Early Termination Notice. If Westpac
agrees to allow you to terminate an Option, you must
pay to Westpac the amounts indicated in the final
Early Termination Notice (including any Break Costs).
Before investing through TEF, you should make sure

you understand the fees and charges associated
with your investment.
At the date of this IM, the fees and charges that may
be payable are:
`` Premium for a Bought Call Option, a Bought Put
Option and a Collar (if applicable)
`` Brokerage of up to 1.1% inclusive of GST (but
generally 0.22% inclusive of GST) on the value of
the Securities
`` Break Costs if you terminate an Option early;
`` any other fees and charges the Broker is entitled
to require you to pay in accordance with their
terms and conditions, and
`` any other fees, duties, charges or expenses
associated with anything to be done through TEF
or as otherwise agreed with you from time to time.
Fees and charges may be changed by Westpac
at its discretion at any time. If GST is payable in
respect of a fee or charge, it is added to that fee or
charge at the current rate.
1.10 Key benefits and risks of investing in Options
Type of Option
Key benefits
Key risks
Bought Call
Option
`` Potential to benefit from an increase in the

price of the Securities.
`` Exposure to the potential upside of Securities
with a lower initial outlay than purchasing the
Securities directly with your own funds.
`` Losses are limited to the Option Premium.
`` The Call Option may expire Out-Of-TheMoney in which case it will not be exercised
and you will have a loss equal to the Premium
which you paid.
`` If the Call Option is not exercised, you will not
receive any exposure to the underlying
Securities.
Bought Put
Option
`` If you own the Securities, the ability to hedge

your downside exposure to the Securities
while still maintaining exposure to a potential
increase in the price or value of Securities
and, subject to being a qualified person (see
section 4), any entitlement to any dividends
and franking credits received.
`` If you do not own the Securities, the potential
to benefit from a decrease in the price of the
Securities.
`` The Put Option may expire Out-Of-TheMoney in which case it will not be exercised
and you will have a loss equal to the Premium
you paid.
`` If you own the underlying Securities, any
increase in the price of the Securities over the
term of the Put Option may not offset the cost
of the Premium.
1. Options (Continued)
Type of Option
Key benefits
Key risks
Sold Call Option
`` Receive the Premium on the Call Option on

the Business Day after the Issue Date.
`` Continue to receive any dividends and,
subject to being a qualified person (see
section 4), franking credits on the Securities
held as collateral (the Security Collateral).
`` You will be required to provide Security

Collateral in relation to the Call Option. You
will not be able to sell the Security Collateral
while the Call Option remains open.
`` If the value of the underlying securities
increases during the Term, such that the Call
Option is In-The-Money at Expiry, you will not
participate in any increase in the value of the
Securities making up the Security Collateral
above the Strike Price of the Call Option.
Sold Put Option
`` Receive the Premium on the Put Option.

`` Opportunity to earn interest on the Cash
Collateral.
`` You will be required to provide Cash Collateral

equal to the Notional Value of the Put Option
you enter into and will not be able to use this
Cash Collateral for other purposes during the
term of the Put Option.
`` If the Securities underlying the Put Option
decrease in value such that the Put Option is
In-The-Money at Expiry, you will make a loss
proportionate to the decrease in the value of
the underlying Securities.
Collar
`` The ability to hedge your downside exposure

to the Securities.
`` Pay a lower Premium than would be the case
for a Bought Put Option with a Strike Price
equal to the Floor Price for the Collar, and
potentially pay no Premium or receive a
Premium from Westpac, due to the inclusion
of a Cap Price.
`` Continue to receive any dividends and,
subject to being a qualified person (see
section 4), franking credits on the Securities.
`` The Collar may expire Out-Of-The-Money in

which case it will not be exercised and you
will have a loss equal to the Premium (if any)
you paid.
`` You will be required to provide Security
Collateral in relation to a Collar. You will not be
able to sell the Security Collateral while you
hold an open Collar.
`` If the value of the underlying Securities
increases during the Term, such that the
Expiry Price is above the Cap Price, you will
not participate in any increase in the value of
the Securities making up the Security
Collateral above the Cap Price.
1.11 Expiry
The table below summarises what happens at Expiry for each Option scenario. You will receive the relevant
cash amount or Securities (if applicable) on the relevant Settlement Date.
10
Type of Option
At Expiry
Cash Settlement
Physical Settlement
Bought Call
Option
Expiry Price
Strike Price
The Call Option expires worthless and

no action occurs.

no action occurs.
Expiry Price >

Strike Price
The Call Option is automatically

exercised. You will receive an amount
equal to (Expiry Price Strike Price) x
number of Securities in the Parcel.

exercised. An amount calculated as the
Strike Price x number of Securities in
the Parcel is direct debited from your
nominated bank account. Upon
clearance of funds the Securities
making up the Parcel will be transferred
to you.
1800 990 107
Type of Option
At Expiry
Cash Settlement
Physical Settlement
Bought Put
Option
Expiry Price <

Strike Price
The Put Option is automatically

exercised. You will receive an amount
equal to (Strike Price Expiry Price) x

exercised. You will sell the Securities
making up the Parcel to Westpac and
will receive a cash amount equal to
Strike Price x number of Securities in
the Parcel.
Expiry Price
Strike Price
The Put Option expires worthless and

no action occurs.

no action occurs.
Expiry Price
Strike Price

no action occurs. The Security
Collateral is returned to you.

no action occurs. The Security
Expiry Price >

Strike Price

exercised. Westpac will direct debit
your bank account for an amount equal
to (Expiry Price Strike Price) x number
of Securities in the Parcel. Upon
clearance of funds, the Security
Collateral will be transferred to you.

exercised. Westpac will retain the
Security Collateral and direct credit to
your nominated bank account an
amount equal to Strike Price x number
of Securities in the Parcel.
Expiry Price <

Strike Price

exercised. Westpac will direct debit
from your nominated bank account an
amount equal to (Strike Price Expiry
Price) x number of Securities in the
Parcel. When the direct debit clears,
the Cash Collateral will be released
back to you.

exercised. An amount equal to Strike
Price x number of Securities in the
Parcel is direct debited from your
nominated bank account. When the
direct debit clears, the Cash Collateral
will be released back to you and
Westpac will then transfer the Securities
making up the Parcel to you.
Expiry Price
Strike Price

no action occurs. The Cash Collateral
will be returned to you.

no action occurs. The Cash Collateral
will be returned to you.
Expiry Price <

Floor Price
The Collar is automatically exercised.

You will receive an amount equal to
(Floor Price Expiry Price) x number of
Securities in the Parcel. The Security

You will sell the Securities making up
the Parcel to Westpac and will receive a
cash amount equal to Floor Price x
Floor Price
Expiry Price
Cap Price
The Collar expires worthless and no

action occurs. The Security Collateral is
returned to you.
The Collar expires worthless and no

action occurs. The Security Collateral is
returned to you.
Expiry Price >

Cap Price

Westpac will direct debit your
nominated bank account for an amount
equal to (Expiry Price Cap Price) x
When the direct debit clears, the
Security Collateral will be transferred
to you.

Westpac will retain the Security
Collateral and direct credit to your
nominated bank account an amount
equal to Cap Price x number of
Securities in the Parcel.
Sold Call Option
Sold Put Option
Collar
11
1.12 Examples of using Options
The examples below are indicative only, ignore the impact of taxation and use rates and figures that we have
selected to demonstrate how the product works. They are not intended to reflect the actual performance of
any Option. All figures are in Australian dollars.
(a) Using a Bought Call Option to participate in a potential Security price increase while limiting your
potential downside loss
If you believe a Security price will increase in value, you can use a Bought Call Option to participate in any
Security price increase above the Strike Price without buying the underlying Securities. A Bought Call Option
requires less initial capital outlay relative to purchasing the Security and will limit your potential loss to the
value of the Premium.
Assume the following for this example:
`` Security: BHP
`` Term: 1 year
`` Security price at Issue Date: $35
`` Strike Price: $35
`` Premium per Security paid by you: $3
`` Number of underlying Securities: 28,571
`` Notional Value of Bought Call Option: $999,985
Bought Call Option
BHP Security price at Expiry or exercise
Premium paid
Value of Bought Call Option at Expiry or
exercise
Total profit/loss
$25
$30
$35
$40
$45
$50
-$85,713
-$85,713
-$85,713
-$85,713
-$85,713
-$85,713
$0
$0
$0
$142,855
$285,710
$428,565
-$85,137
-$85,137
-$85,137
$57,142
$199,997
$342,852
The graph below shows in diagrammatic form the potential profit or loss for this example.
Bought Call Option payoff
$1,200,000
$1,000,000
Call Option payoff
$800,000
$600,000
$400,000
profit/loss
$200,000
$0
-$200,000
$0
$5
$10 $15 $20 $25 $30
$35
$40
$45
$50
$55
$60
$65
$70
(b) U
sing a Bought Put Option to protect against price decreases in Securities you already own or to
benefit from a decrease in a Security price
You can use a Bought Put Option to hedge against a decrease in the price of Securities you already own or
to make a profit from a falling Security price. The example below reflects a scenario where you use a Bought
Put Option to benefit from a decrease in the price of the Securities but do not own the underlying Securities.
It does not illustrate what would happen if you already owned the Securities and used a Bought Put Option to
protect against price decreases in the Securities.
12
1800 990 107

`` Security: BHP
`` Term: 1 year
`` Notional Value of Sold Call Option: $999,985
Bought Put Option
$25
$30
$35
$40
$45
$50
Premium paid
-$85,713
-$85,713
-$85,713
-$85,713
-$85,713
-$85,713
Value of Bought Put Option at Expiry or

exercise
$285,710
$142,855
$0
$0
$0
$0
Total profit/loss
$199,997
$57,142
-$85,713
-$85,713
-$85,713
-$85,713
Bought Put Option payoff
$1,000,000
$800,000
Put Option payoff
$600,000
$400,000
profit/loss
$200,000
$0
-$200,000
$0
$5
$10 $15 $20 $25 $30
$35
$40
$45
$50
$55
$60
$65
$70
(c) Using a Sold Call Option to receive a Premium upfront

If you already own Securities, you can use Sold Call Options to receive additional income in the form of
Premium, paid to you upfront. The Premium is the maximum profit you can make from a Sold Call Option,
but you will still receive any dividends and may receive the benefit of any associated franking credits on the
Securities that may be paid out during the term (subject to being a qualified person see section 4).
`` Security: BHP
`` Term: 1 year
`` Security Collateral: 28,571 BHP shares
`` Value of Security Collateral at Issue Date: $999,985
`` Premium per Security received by you: $3*
`` Premium received upfront: $85,713
`` Assumed dividends per share: $1.00 per annum
*Note: The Premium for a Sold Call Option will not necessarily be equal to the Premium for a Bought Call
Option with the same Strike Price. These examples are for illustrative purposes only.
BT14257-0313jj
13
Sold Call Option
Premium received
$25
$30
$35
$85,713
$85,713
$85,713
$85,713
$85,713
$85,713
$0
$0
$0
-$142,855
-$285,710
-$428,565
-$285,710
-$142,855
$0
$142,855
$285,710
$428,565
$28,571
$28,571
$28,571
$28,571
$28,571
$28,571
-$171,426
-$28,571
$114,284
$114,284
$114,284
$114,284
Value of Sold Call Option at Expiry or

exercise
Gain/loss in value of Security Collateral at
Expiry or exercise
Assumed dividend
Total profit/loss
$40
$45
$50
Note: In the above example, you would suffer an opportunity cost if the BHP Security price at Expiry
increases above $35, as the Sold Call Option will be exercised if that is the case and you will not receive the
benefit of any increase in the BHP Security price at Expiry above $35.
Sold Call Option payoff
$400,000
$200,000
$0
Total profit/loss
-$200,000
Assumed dividends
profit/loss
-$400,000
-$600,000
Profit/Loss on
Security Collateral
-$800,000
Call Option payoff
-$1000,000
$0
$5
$10 $15 $20 $25 $30
$35
$40
$45
$50
$55
$60
$65
$70
(d) Using a Sold Put Option to receive Premium upfront

If you believe a Security price will not fall below a certain price, you can use a Sold Put Option to receive
a Premium for the Option, paid to you upfront. To enter into a Sold Put Option, you must provide Cash
Collateral equal to the Notional Value of the Sold Put Option. The Premium you receive is the maximum profit
you can make from using a Sold Put Option.
`` Security: BHP
`` Term: 1 year
`` Premium per Security received by you: $3*
`` Cash Collateral: $999,985
`` Premium received upfront: $85,713
*Note: The Premium for a Sold Put Option will not necessarily be equal to the Premium for a Bought Put
Option with the same Strike Price. These examples are for illustrative purposes only.
14
1800 990 107
Sold Put Option

Premium received
$25
$30
$35
$40
$45
$50
$85,713
$85,713
$85,713
$85,713
$85,713
$85,713
Value of Sold Put Option at Expiry or

exercise
-$285,710
-$142,855
$0
$0
$0
$0
Total profit/loss
-$199,997
-$57,142
$85,713
$85,713
$85,713
$85,713
The above example ignores any interest that will be earned on the Cash Collateral.
Sold Put Option payoff
$400,000
$200,000
$0
-$200,000
Total profit/loss
profit/loss
-$400,000
Interest on
Cash Collateral
-$600,000
Put Option payoff
-$800,000
-$1,000,000
$0
$5
$10 $15 $20 $25 $30
$35
$40
$45
$50
$55
$60
$65
$70
(e) U
sing a Collar to protect against price decreases in Securities you already own while giving up
potential gains from an increase in the price of Securities
You can use a Collar to hedge against a decrease in the price of Securities you already own. Using this type
of hedging is generally cheaper than buying a Bought Put Option with a Strike Price the same as the Floor
Price for the Collar because under a Collar you give up some potential gains if the price of the Securities is
above the Cap Price at Expiry.
`` Security: BHP
`` Term: 1 year
`` Floor Price: $25
`` Cap Price: $45
`` Number of Securities : 28,571
`` Value of Securities at start date: $999,985
Collar
Collar Premium paid
Value of Securities at Expiry or exercise
Profit/Loss of Securities value
Value of Collar downside protection at
Expiry or exercise
Value of foregone upside above Cap Price
at Expiry or exercise
Total profit/loss
$15
$25
$35
$45
$55
-$28,571
-$28,571
-$28,571
-$28,571
-$28,571
$428,565
$714,275
$999,985
$1,285,695
$1,571,405
-$571,420
-$285,710
$0
$285,710
$571,420
$285,710
$0
$0
$0
$0
$0
$0
$0
$0
-$285,710
-$314,281
-$314,281
-$28,571
$257,139
$257,139
15
Collar Option payoff
$500,000
$375,000
$250,000
$125,000
Securities profit/loss
$0
profit/loss
-$125,000
16
Total profit/loss
-$250,000
-$375,000
-$500,000
$0
$5
$10
$15
$20
$25
$30
$35
$40
$45
$50
1800 990 107
2. Protected Loan
2.1 How does a Protected Loan
work?
You can apply for a Protected Loan through TEF.
If your request for a Protected Loan is approved,
we will advance a loan for a parcel of Securities (a
Parcel) that you would either like to buy (or borrow
against, if you already own the relevant Parcel of
Securities). Securities can only form part of the
same Parcel if they are identical to each other. The
Securities will be held in a Westpac HIN in your
name, but subject to the Mortgage, during the Term
of the Protected Loan.
If you borrow using a Protected Loan, you must
also purchase a Loan Put Option with a Notional
Value equal to at least the Protected Loan Amount.
For example, if you borrow $500,016 to purchase
15,152 Woolworths (WOW) shares at $33 per
WOW share, then you must also purchase a Loan
Put Option over 15,152 WOW shares with a Strike
Price of at least $33. You will not pay any separate
Premium in respect of the Loan Put Option. Instead,
the Premium will form part of the interest on the
Protected Loan.
We will take a Mortgage over each Parcel as
security for the Protected Loan. You will be required
to pay the interest for the first Interest Period under
the Protected Loan, any Loan Establishment Fee,
Brokerage and any other fees and charges by direct
debit on the Business Day after the Issue Date for
the Protected Loan.
You can elect to borrow between 50100%
(inclusive) of the value of the Parcel of Securities at
the Issue Date. If you borrow to purchase Securities
and you elect to borrow less than 100% of the price
of the Parcel of Securities, you will be required to
make a capital contribution equal to the difference
between the price of the Parcel of Securities upon
investment and the Protected Loan Amount. For
example, if you want to purchase $1,000,000 worth
of Rio Tinto (RIO) shares but only wish to borrow
$800,000, then you must contribute $200,000 of
your own capital to fund the $1,000,000 purchase
price.
Each Parcel of Securities is subject to a separate
Protected Loan, and each Protected Loan is
subject to the Terms and Conditions. However,
if you request two or more Protected Loans over
different Parcels of Securities with the same Issue
Date, Maturity Date and Interest Periods, Westpac
may treat the Protected Loans as one loan and
provide a consolidated Deal Sheet and Confirmation
containing a single interest rate for all the Protected
Loans making up the consolidated loan.
2.2 Using a Protected Loan

to borrow money against
Securities you already own
(Securityholder Application).
You may use a Protected Loan to release funds by
borrowing against a Parcel of Securities that you
already own. You may borrow (wholly or predominantly
for business or investment purposes (other than
investments in residential property), and not for
personal, domestic or household purposes) up to
100% of the value of the Securities you already own,
using those Securities as security for repayment of the
Protected Loan. You will be required to pay interest on
the Protected Loan Amount borrowed plus any Loan
Establishment Fee or other fees and charges. We will
arrange payment of the Protected Loan Amount as
directed by you. If the Protected Loan is granted:
`` You will receive a cash amount;
`` The Securities will be held in your Westpac HIN
and subject to a Mortgage to Westpac; and
`` You must purchase a Loan Put Option with a
Notional Value equal to at least the Protected
Loan Amount.
For example, assume you own 20,000 WOW shares
valued at $30 on the Issue Date. You can apply for
a one year Protected Loan with a Protected Amount
of $600,000 (i.e. 20,000 x $30). The Securities are
mortgaged to Westpac and you purchase a Loan
Put Option with a Strike Price of $30 per Security.
If the interest on the Protected Loan is $70,000 and
there are no other fees then Westpac will provide
you with a net cash amount of $530,000 which
must be used wholly or predominantly for business
or investment purposes (other than investment in
residential property), and not for personal, domestic
or household purposes.
2.3 Protected Loan Transaction

timing
If Westpac agrees to enter into a Protected Loan
with you, Westpac will enter into a Protected Loan
with you on the Issue Date. You will be direct
debited the interest for the first Interest Period,
any Loan Establishment Fee, Brokerage and any
other fees and charges on the Business Day after
the Issue Date. If your Protected Loan is for a Term
greater than one year, you will be direct debited the
interest for the subsequent Interest Periods on each
anniversary of the Issue Date.
2.4 Minimum Protected Loan

Amount
The minimum Protected Loan Amount through
TEF is $500,000. Westpac may alter the minimum
Protected Loan Amount at its discretion.
17
2. Protected Loan (Continued)

2.5 Mortgage
Your obligation to repay the Protected Loan Amount
will be secured by a Mortgage granted to Westpac
over the Secured Property (including the Securities).
The Securities will be held in a Westpac HIN.
2.6 Corporate Actions

Westpac has certain rights should a Corporate
Action occur, as set out in clause 23 of the Terms
and Conditions. You should read the Terms and
Conditions carefully before entering into a Protected
Loan with Westpac.
2.7 Dividends & franking credits

You will be entitled to receive any dividends paid on
the underlying Securities making up the Parcel for
a Protected Loan. You may be entitled to receive
the benefit of any franking credits attached to the
dividend (subject to being a qualified person see
section 4).
2.8 Term
You may elect a Term of up to 5 years.
2.9 Early termination

If you wish to terminate a Protected Loan which
you have entered into prior to its Maturity Date,
you may contact the TEF Investor Relations team
on 1800 990 107 to request an Early Termination
Notice. If Westpac agrees to allow you to terminate
a Protected Loan prior to its Maturity Date, you must
pay to Westpac the amounts indicated in the final
Early Termination Notice (including any Break Costs).
You should also note that a Protected Loan is a
limited recourse loan only at Maturity (and provided
you have complied with all your obligations under
these Terms and Conditions in respect of the
Protected Loan and there is no Default). Westpac

can enforce payment obligations (including the
Protected Loan Amount, outstanding interest on the
Protected Loan and any Break Costs) against you
to recover the relevant amounts in full, such that
Westpacs recourse is not limited to the Secured
Property, if the Protected Loan is terminated prior
to Maturity by you or by us, or we appoint an early
Maturity Date or Expiry Date. You should read the
Terms and Conditions carefully before entering into
a Protected Loan with Westpac.
2.10 Fees and charges

This section provides a description of the fees and
charges involved with investing in a Protected Loan
through TEF.
Before investing through TEF, you should make sure
you understand the fees and charges associated
with your investment.
At the date of this IM, the fees and charges that may
be payable are:
`` interest on the Protected Loan;
`` any Loan Establishment Fee as set out in your
Confirmation;
`` Brokerage of up to 1.1% inclusive of GST (but
generally 0.22% inclusive of GST) on the value of
any Securities purchased;
`` Break Costs if you repay your Protected Loan
early;
`` any other fees and charges the Broker is entitled
to require you to pay in accordance with the
Brokers terms and conditions; and
`` any other fees, duties, charges or expenses
associated with anything to be done through TEF
or as otherwise agreed with you from time to time.
Fees and charges may be changed by Westpac
at its discretion at any time. If GST is payable in
respect of a fee or charge, it is added to that fee or
charge at the current rate.
2.11 Key benefits and risks of investing with a Protected Loan
18
Description
Key benefits
Key risks
(Protected Loan
+ Loan Put
Option)
`` Use of leverage has the potential to magnify

gains from an increase in the price of the
Securities.
`` Use of leverage provides exposure to the
economic performance of Securities with a
lower initial outlay than purchasing the
Securities directly with your own funds.
`` You will obtain the benefits of Securities
ownership including the potential to receive
dividends and, subject to being a qualified
person (see section 4), franking credits.
`` Leverage has the potential to magnify losses

as well as gains. Although your obligation to
repay the Protected Loan Amount is
protected at the Maturity Date by the Loan
Put Option, you may still lose the full value of
any interest payments without any gain in the
value of the Securities, resulting in a net loss
as a result of the Transaction as a whole.
1800 990 107
Description
Key benefits (continued)
Key risks (continued)
(Protected Loan
+ Loan Put
Option)
`` If you borrow money against Securities that

you already own, you will be able to use the
cash wholly or predominantly for Business or
Investment Purposes (other than investment
in residential property), and not for personal,
domestic or household purposes, while
retaining the benefits of Securities ownership
including the potential to receive dividends
and, subject to being a qualified person (see
section 4), franking credits.
`` Protection against downside risk provided by
the Loan Put Option.
`` Potential to use a Sold Call Option in
conjunction with a Protected Loan to reduce
the net cost of taking out a Protected Loan.
`` A Protected Loan may, depending on your
circumstances, entitle you to potential tax
deductions for all or a portion of the interest
payable (see section 4).
`` No margin calls.
`` Flexible term.
`` Flexible gearing level you may borrow
between 50-100% inclusive of the value of
the Securities.
`` A Protected Loan is a limited recourse loan

only at Maturity provided you have complied
with all your obligations under the IM and the
Terms and Conditions in respect of the
Protected Loan, and there is no Default.
Westpac can enforce payment obligations
(including the Protected Loan Amount,
outstanding interest on the Protected Loan
and any Break Costs) against you to recover
the relevant amounts in full, such that
Westpacs recourse is not limited to the
Secured Property,
if the Protected Loan is terminated prior to
Maturity for any reason by you or by us;
we appoint an early Maturity Date or Expiry
Date;
you have not complied with all your obligations
under the IM and the Terms and Conditions in
respect of the Protected Loan; or
there is a Default.
`` If you choose an annually resetting rate, you
may be required to pay higher interest costs
for Interest Periods after the first Interest
Period if interest rates increase.
`` If you choose a fixed rate you will not benefit
from any decrease in the interest rate for your
Protected Loan if market interest rates decline
after you have paid the interest for the first
Interest Period.
`` If your Protected Loan terminates prior to
Maturity by you or by us, or we appoint an
early Maturity Date or Expiry Date, you will be
liable to repay the Protected Loan Amount
and may also be required to pay Break Costs,
which may be significant.
`` Any capital contribution you make to the
purchase of Securities (for example, where
you borrow less than 100% of the purchase
price of Securities under a Protected Loan) is
not protected.
`` Any capital appreciation of the Parcel of
Securities may not be sufficient to offset your
obligations to pay interest in respect of a
Protected Loan.
2.12 Maturity
The table below summarises what happens at Maturity for a Protected Loan.
Protected
Loan + Loan
Put Option
At Expiry Date of
Loan Put Option
Outcome
Expiry Price
Strike Price
The Loan Put Option is automatically exercised. Any amount payable by Westpac
to you on exercise of the Loan Put Option is applied towards repayment of the
Protected Loan. If there is any amount left after the Total Amount Owing has been
repaid, Westpac will pay that surplus to you.
Expiry Price >

Strike Price
You must elect whether:

`` you will repay the Protected Loan from your own funds and receive the
Securities (less, if applicable, any amount payable by us if the Loan Put Option
is exercised)
`` you wish to apply for an extension of the Protected Loan
`` you wish to apply for a new Protected Loan or
`` you wish us to sell the Secured Property, and arrange for the Proceeds to be
applied to repay the Protected Loan, with any excess to be paid to you.
19
2. Protected Loan (Continued)

2.13 An example of using a Protected Loan
If you believe the price of a Security will increase over a period of time, a Protected Loan may be an effective
way to gain exposure to the Security, while limiting your potential losses and initial capital outlay.
`` Security: BHP
`` Protected Loan Term: 1 year
`` Strike Price of Loan Put Option: $35
`` Loan Establishment Fee: $0
`` Protected Loan Amount: $999,985
`` Interest on Protected Loan: 15.5714% per annum
`` Assumed Dividends per share: $1.00 per annum
Protected Loan
BHP Security price at Maturity
$25
$30
$35
$40
$45
$50
Value of Securities at Maturity
$714,275
$857,130
$999,985
$1,142,840
$1,285,695
$1,428,550
Loan Put Option value at Maturity
$285,710
$142,855
$0
$0
$0
$0
$28,571
$28,571
$28,571
$28,571
$28,571
$28,571
Interest on Protected Loan
-$155,712
-$155,712
-$155,712
-$155,712
-$155,712
-$155,712
Repay Protected Loan Amount
-$999,985
-$999,985
-$999,985
-$999,985
-$999,985
-$999,985
Total profit/loss
-$127,141
-$127,441
-$127,141
$15,714
$158,569
$301,424
Assumed Dividends
$
$1,000,000
Protected Loan payoff
$800,000
$600,000
$400,000
Total
profit/loss
$200,000
Interest on
Protected Loan
profit/loss
$0
-$200,000
Security profit/loss
-$400,000
Put Option
payoff
-$600,000
-$800,000
-$1000,000
20
$0
$5
$10
$15
$20
$25
$30
$35
$40
$45
$50
$55
$60
$65
$70
1800 990 107
3. Funding Executive Options using a Protected Loan

You may, subject to Westpacs approval, use a
Protected Loan to fund the exercise of Executive
Options that have been issued to you.
4_that you have all permissions required by the

Company employee trading policy to exercise the
Executive Options
If a Protected Loan is approved in such

circumstances, an amount sufficient to fund the
exercise of the Executive Options will be sent directly
to the Company issuing the Executive Options. The
Company will then transfer the relevant Securities to
your Westpac HIN. The money advanced to fund the
exercise of Executive Options forms part (if not all) of
the Protected Loan Amount.
5_that the Companys employee trading policy

permits the use of the Protected Loan described
in this IM
When you use a Protected Loan to fund the exercise

of Executive Options, you may borrow between
50-100% (inclusive) of the value of the Securities.
If the Protected Loan Amount you borrow is more
than the amount required to fund the exercise of
the Executive Options, then you will receive the
difference as a cash amount to be used wholly or
predominantly for business or investment purposes
(other than investment in residential property), and
not for personal, domestic or household purposes.
8_the payment instructions for Executive Option

exercise price payment.
This confirmation will be sought in writing as a
response to a standard questionnaire that Westpac
will send to the Company.
For example if the amount required to exercise

Executive Options is $90,000 (strike price of $90
x 1,000 Executive Options) and the value of the
Securities is $100,000 (Security Price of $100 x
1,000), then you can borrow between $50,000$100,000. If you borrowed $100,000 (ie the full
value of the Securities), then you would receive
$10,000 cash (i.e. $100,000 less $90,000 to fund
the exercise of the Executive Options) to be used
wholly or predominantly for Business or Investment
Purposes.
The Protected Loan used for funding Executive
Options has the same features, terms and
conditions as a Protected Loan used to purchase
Securities or borrow against Securities. Those
features, terms and conditions are described in
section 2 of this IM.
If the Company fails to transfer the relevant
Securities to your Westpac HIN within a reasonable
time determined at the sole discretion of Westpac,
you will be in Default under the Terms and
Conditions.
To use a Protected Loan to fund the exercise
of Executive Options, you must arrange for the
Company issuing the Executive Options to confirm
in writing to Westpac:
1_that you own the specified number of Executive
Options
2_that the Executive Options are fully vested and
presently exercisable by you
3_that the Executive Options and underlying
Securities following the Executive Options
exercise are not subject to any security interest or
other encumbrances
6_that there is no Company imposed trading

blackout which would restrict you from exercising
the Executive Options
7_the timetable for exercise of the Executive
Options and share allotment and
In addition, you will need to provide Westpac with:

`` the original security holders certificate (or similar
document) in relation to the Executive Options
which shows you as the registered holder of the
Executive Options
`` an executed exercise notice in relation to the
Executive Options and
`` an irrevocable direction instructing the Company
to accept receipt of the Executive Option strike
price from Westpac and subsequently deliver the
Securities to your Westpac HIN.
To enquire about using a Protected Loan to fund the
exercise of Executive Options, please call the TEF
Investor Relations team on 1800 990 107.
3.1 An example of funding

Executive Options with a
Protected Loan
Assume the following:
`` investor is employed by Company XYZ
`` investor has 10,000 Company XYZ Executive
Options over one Company share each with a
strike price of $70
`` Company XYZ shares are trading at $100.
Scenario 1
Through TEF, the investor borrows $700,000 (10,000
x $70) to fund the exercise of Executive Options.
Upon receipt of the required documentation,
Westpac transfers $700,000 to Company XYZ.
Company XYZ issues 10,000 XYZ shares into the
investors Westpac HIN, where they are held as
security for the Protected Loan. Interest on the
Protected Loan is paid annually in advance.
21
3. Funding Executive Options using a Protected Loan (Continued)

Scenario 2
Through TEF, the investor borrows $1,000,000
(10,000 x $100) to fund the exercise of
Executive Options. Upon receipt of the required
documentation, Westpac transfers $700,000 to
Company XYZ. Company XYZ issues 10,000 XYZ
shares into the investors Westpac HIN, where they
are held as security for the Protected Loan. The
investor receives the remaining $300,000 in cash
which they use wholly or predominantly for Business
or Investment Purposes. Interest on the Protected
Loan is paid annually in advance.
22
1800 990 107
4. Tax
Our ref:
POD\MRY\02 3001 1734
Ashurst Australia
Level 36, Grosvenor Place
225 George Street
Sydney NSW 2000
Australia
GPO Box 9938
Sydney NSW 2001
Australia
26 March 2013
Tel +61 2 9258 6000

Fax +61 2 9258 6999
DX 388 Sydney
www.ashurst.com
The Directors
Westpac Banking Corporation
Level 5
275 Kent Street
SYDNEY NSW 2000
Dear Directors
BT Tailored Equities Facility ("TEF")
Tax summary
You have asked for a summary of the key Australian income tax, stamp duty and goods and
services tax ("GST") implications for an Investor who enters into transactions under the terms of
the TEF. Our comments are based on review of an Information Memorandum for the TEF to be
dated 8 April 2013.
Unless indicated otherwise, legislative references are to provisions of the Income Tax Assessment
Act 1997 and Income Tax Assessment Act 1936 (together, the "Tax Act") and capitalised terms
are references to defined terms in the Information Memorandum.
1.
SCOPE
The discussion contained in this tax summary is of a general nature only and does not take into
account each Investor's specific circumstances. The information provided in this letter does not
take into account the objectives or circumstances of individual investors and we recommend that
Investors seek their own independent advice on the taxation implications of investing through the
TEF. For investors that are complying superannuation entities, this tax summary does not address
whether an Option or Protected Loan entered into under the TEF complies with the Superannuation
Industry (Supervision) Act 1993.
This summary has been prepared by Ashurst Australia based on the laws in force and
administrative practice as at 9am (Sydney time) on the date of this letter, and addresses only the
position of investors who are Australian residents who enter into transactions other than in the
course of carrying on a business, and who acquire and hold their Securities or Options on capital
account ("Investors"). The comments in this summary are not binding on the Australian Taxation
Office ("ATO") or a state or territory revenue office ("OSR") and it is not assurance that the ATO
or an OSR will agree with the comments in this summary or that any contrary view of the ATO or
an OSR would not ultimately be upheld by a Court. It should be noted that tax laws (and their
interpretation by the Courts) and administrative practices change over time and this may impact
upon the comments made in this summary.
This tax summary is provided by Ashurst Australia solely for the benefit of Westpac Banking
Corporation ("Westpac") and may not be relied on by any other person. The representatives of
Ashurst Australia involved in preparing this letter are not licensed to provide financial product
AUSTRALIA BELGIUM CHINA FRANCE GERMANY HONG KONG SAR INDONESIA (ASSOCIATED OFFICE) ITALY JAPAN
PAPUA NEW GUINEA SINGAPORE SPAIN SWEDEN UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES OF AMERICA
Ashurst Australia (ABN 75 304 286 095) is a general partnership constituted under the laws of the Australian Capital Territory carrying on practice
under the name "Ashurst" under licence from Ashurst LLP. Ashurst LLP is a limited liability partnership registered in England and Wales, and is a
separate legal entity from Ashurst Australia. In Asia, Ashurst Australia, Ashurst LLP and their respective affiliates provide legal services under the
name "Ashurst". Ashurst Australia, Ashurst LLP or their respective affiliates has an office in each of the places listed above.
224330570.01
23
4. Tax (Continued)
26 March 2013
Page 2
advice in relation to dealing in securities. Ashurst Australia does not seek to recommend, promote
or otherwise encourage any Investor to enter into transaction under the terms of the TEF.
2.
ASSUMPTIONS
This summary of taxation implications assumes:

(a)
an Investor is an Australian resident for income tax purposes and will not enter into
any transaction connected with the TEF in carrying on business outside Australia at
or through a permanent establishment of the Investor outside Australia;
(b)
an Investor acquires and holds Securities or Options on capital account or sells

Options to hedge Securities that are held on capital account, for example:
(i)
for a Security - an Investor acquires the Security with the intention of

holding it as a long term investment to derive assessable distribution
income;
(ii)
for a Bought Put Option or Collar the Investor acquires the Put Option or
Collar with the intention of protecting downside risk in relation to a Security
held on capital account;
(iii)
for a Bought Call Option the Investor acquires the Call Option with the
intention of exercising it to acquire the relevant Security if the Call Option is
In-the-Money on its Exercise Date and hold the Security on capital account.
An Investor who carries on a business of dealing in shares or other securities, or

who has a purpose of acquiring Securities or entering into an Option for disposal or
settlement at a profit, would generally not be regarded as holding their Securities or
Options on capital account.
(c)
Investors are not acquiring Securities, entering into a Protected Loan or buying and
selling Options for speculative, gambling or recreational purposes;
(d)
Securities in respect of a Protected Loan or Option (including Securities acquired

using a Protected Loan) are:
(i)
ordinary shares in companies limited by shares or units in a "widely held"1

Australian unit trusts that is a registered managed investment scheme or
stapled securities of such types; and
(ii)
at all times quoted on the Australian Securities Exchange (ASX);
(e)
Westpac will execute any agreements with Investors in New South Wales;
(f)
as a result of entry into the agreements, no Investor will acquire, either individually
or together with 'associated ' or 'related persons' (as defined in the State and
Territory stamp duties legislations), a 90% or greater interest in the relevant
company or unit trust of the type referred to in paragraphs (d)(i) and (d)(ii) above;
For the purposes of this tax summary, a widely held Australian unit trust is a fixed trust with an Australian resident
trustee or a fixed trust which is centrally managed and controlled in Australia with at least 300 beneficiaries and
75% or more of the fixed entitlements to the income and capital of the trust are not held, directly or indirectly, by
20 or fewer unrelated individuals.
224330570.01
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1800 990 107
26 March 2013
Page 3
(g)
for Securities that are shares in a foreign company, an Investor is not an

"attributable taxpayer" in relation to that company for the purposes of the
controlled foreign company rules in the Tax Act; and
(h)
all transactions Investors enter into with Westpac will be at prevailing market prices
and otherwise on arm's length terms.
If the assumptions above do not apply to an Investor, the comments in this letter may not be
applicable to the Investor and the Investor should obtain their own advice having regard to their
particular circumstances.
3.
OPTIONS
Options will be CGT assets. The CGT consequences of buying a Put Option, Collar or Call Option or
selling a Put Option or Call Option are summarised below.
Where an Investor has acquired a Loan Put Option acquired in conjunction with a Protected Loan,
the cost of the Loan Put Option will be built into the interest on the Protected Loan and the CGT
consequences of the Loan Put Option are affected by Division 247 of the Tax Act (see section
4.1(b) below).
3.1
Bought Put Option
Grant of Bought Put Option

The Premium paid for the Put Option plus any incidental costs of acquiring the Put Option should be
included in the CGT cost base and reduced cost base of the Put Option.
Exercise of Bought Put Option Physical Settlement
Any capital gain or capital loss made on exercise of the Put Option is disregarded.
The Premium is included in the CGT cost base and reduced cost base of the Securities disposed of
on exercise. The disposal of the Securities will result in a capital gain if the Strike Price exceeds
their CGT cost base or a capital loss if the Strike Price is less than their CGT reduced cost base.
Some investors may be eligible to apply the CGT discount (see below).
Exercise of Bought Put Option Cash Settlement
If the Cash Settlement Amount exceeds the CGT cost base of the Put Option, the Investor will
make a capital gain. If the Cash Settlement Amount is less than the CGT reduced cost base of the
Put Option, the Investor will make a capital loss.
Lapse of Bought Put Option
If the Put Option lapses unexercised, the Investor will make a capital loss equal to CGT reduced
cost base of the Put Option.
3.2
Collar
Grant of Collar
Any Premium paid for the Collar plus any incidental costs of acquiring the Collar should be included
in the CGT cost base and reduced cost base of the Collar.
If an amount is paid to an Investor for buying a Collar, the Investor should obtain their own advice
on the tax treatment of this amount.
224330570.01
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4. Tax (Continued)
26 March 2013
Page 4
Exercise of Collar Physical Settlement

Any capital gain or capital loss made on exercise of the Collar is disregarded.
Any Premium paid for the Collar is included in the CGT cost base and reduced cost base of the
Securities disposed of on exercise. The disposal of the Securities will result in a capital gain if the
Floor Price or Cap Price (as applicable) exceeds their CGT cost base or a capital loss if the Floor
Price or Cap Price (as applicable) is less than their CGT reduced cost base.
Exercise of Bought Collar Cash Settlement
If the Cash Settlement Amount exceeds the CGT cost base of the Collar, the Investor will make a
capital gain. If the Cash Settlement Amount is less than the CGT reduced cost base of the Collar,
the Investor will make a capital loss.
If a Cash Settlement Amount is paid to Westpac on exercise of a Collar, the Cash Settlement
Amount should be included in cost base and reduced cost base of Securities retained.
Lapse of Collar
If the Collar lapses unexercised, the Investor will make a capital loss equal to CGT reduced cost
base of the Collar.
3.3
Bought Call Option
Grant of Bought Call Option

The Premium paid for the Call Option plus any incidental costs of acquiring the Call Option should
be included in the CGT cost base and reduced cost base of the Call Option.
Exercise of Bought Call Option Physical Settlement
Any capital gain or loss made on exercise of the Call Option is disregarded.
The Premium and Strike Price paid are included in CGT cost base and reduced cost base of the
Securities acquired on exercise.
Exercise of Bought Call Option Cash Settlement
If the Cash Settlement Amount exceeds the CGT cost base of the Call Option, the Investor will
make a capital gain. If the Cash Settlement Amount is less than the CGT reduced cost base of the
Call Option, the Investor will make a capital loss.
Lapse of Bought Call Option
If the Call Option lapses unexercised, the Investor will make a capital loss equal to CGT reduced
cost base of the Call Option.
224330570.01
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1800 990 107
3.4
26 March 2013
Page 5
Sold Put Option
Grant of Sold Put Option

An Investor will make a capital gain equal to the Premium received from Westpac for the grant of
the Put Option. However, this capital gain is disregarded if the Put Option is exercised and Physical
Settlement applies.
The CGT discount cannot be applied to the capital gain.
Exercise of Sold Put Option Physical Settlement
Any capital gain that was made on the grant of the Put Option to Westpac is disregarded.
The Strike Price less the Premium for the Put Option is included in CGT cost base and reduced cost
base of Securities acquired from Westpac on exercise of Put Option.
Exercise of Sold Put Option Cash Settlement
Investors should obtain their own advice on the tax treatment of any Cash Settlement Amount paid
to Westpac.
Lapse of Sold Put Option
If the Put Option sold to Westpac lapses, no further tax consequences should arise.
3.5
Sold Call Option
Grant of Sold Call Option

An Investor will make a capital gain equal to the Premium received from Westpac on grant of the
Call Option. However, this capital gain will be disregarded if the Call Option is exercised and
Physical Settlement applies.
The CGT discount cannot be applied to the capital gain.
Exercise of Sold Call Option Physical Settlement
Any capital gain that was made on the grant of the Call Option to Westpac is disregarded.
If sum of the Premium and Strike Price received from Westpac exceeds the CGT cost base of the
Securities transferred to Westpac on exercise, an Investor will make a capital gain in respect of
those Securities. If the sum of the Premium and Strike Price received from Westpac is less than
the CGT reduced cost base of the Securities transferred to Westpac on exercise, an Investor will
make a capital loss in respect of those Securities.
Some investors may be eligible to apply the CGT discount to any capital gain made in respect of
the disposal of Securities to Westpac (see below).
Exercise of Sold Call Option Cash Settlement
Any Cash Settlement Amount paid to Westpac should be included in the CGT cost base and reduced
cost base of Securities retained by Investor.
Lapse of Sold Call Option
If the Call Option sold to Westpac lapses, no further tax consequences should arise.
224330570.01
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4. Tax (Continued)
3.6
26 March 2013
Page 6
Other Option transactions
If an Option is renegotiated, rolled-over or terminated early, Investors should obtain their own tax
advice.
4.
PROTECTED LOAN
4.1
Deductibility of interest payable under the Protected Loan

(a)
General requirements
Generally, an investor who borrows money to acquire an asset may be able to claim a deduction
for borrowing costs (such as interest) associated with that asset if the investor is able to show that
they incurred the costs in deriving (or expecting to derive) assessable income (other than capital
gains) and the costs are not of a capital nature.
Assessable income may include assessable dividends or trust distributions from Securities acquired
using the Protected Loan. The ATO may seek to deny a claim for a deduction in respect of interest
paid under the Protected Loan if, for example, an Investor intends and expects to dispose of their
Securities before assessable income (other than capital gains) has been derived in respect of the
Securities in excess of the interest and other deductible costs which are expected to be incurred.
Interest paid under the Protected Loan will not be deductible merely because the Protected Loan is
secured by existing Securities owned by an Investor. It is only the purpose for which the proceeds
of the Protected Loan are used that is relevant in determining whether the interest is deductible.
Investors should obtain their own tax advice in relation to the deductibility of interest (and other
borrowing costs) associated with the Protected Loan. Without limiting the matters which should be
considered by Investors, Investors should consider the capital protected borrowing rules (see
below) and the thin capitalisation rules. In particular, if an Investor uses the Protected Loan for
purposes other than to acquire Securities (for example, if an investor acquires an Option (other
than the Loan Put Option acquired in conjunction with a Protected Loan) and uses the Protected
Loan to fund the Premium for the Option), the Investor should obtain their own advice in relation to
whether interest payable under the Protected Loan will be deductible having regard to the specific
purpose of the Protected Loan, as the comments above may not be applicable to such an Investor.
(b)
Capital protected borrowing provisions
As Investors who borrow using a Protected Loan are protected against a fall in the aggregate
market value of the Investor's Securities that are mortgaged to Westpac as security for the
Protected Loan below the Protected Loan Amount, the capital protected borrowing provisions in
Division 247 of the Tax Act should apply and may limit the extent to which interest under the
Protected Loan is deductible.
Broadly, where Division 247 of the Tax Act applies to a Protected Loan, a portion of the interest
paid under the Protected Loan may be treated as if it were incurred for a put option granted by the
Lender ("Notional Put Option"). In such a case, the tax treatment of that portion of the interest
will generally be the same as for the cost of any explicit Put Option acquired by the Investor. For
Investors who would hold an explicit Put Option on capital account (eg to hedge the risk of loss on
Securities held on capital account), any portion of the interest treated as being incurred for a
Notional Put Option under Division 247 of the Tax Act is likely to form part of the CGT cost base
and reduced cost base of the Notional Put Option. The Notional Put Option will be taken to be an
asset of the Investor in addition to the actual Loan Put Option that must be acquired with the
Protected Loan.
The amount treated as incurred for the Notional Put Option is broadly calculated as the excess (if
any) of the interest payable under the Protected Loan and the interest that would be payable if the
224330570.01
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1800 990 107
26 March 2013
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interest rate determined under Division 247 of the Tax Act (the "Adjusted Protected Loan
Rate") applied to the Protected Loan.
The Adjusted Protected Loan Rate is the Reserve Bank of Australia's Indicator Lending Rate for
Standard Variable Housing Loans at that time plus 100 basis points (ie 7.45% per annum as at
February 2013). On the basis that the interest rate will be fixed for the term of the Protected Loan
or, if an Investor elects for an annually resetting interest rate, the interest rate will be fixed for at
least one year and interest must be paid annually in advance, Investors should use the Adjusted
Protected Loan Rate which applies when they incur a payment for interest paid in advance.
If the Loan Put Option associated with a Protected Loan is exercised or the limited recourse feature
of the Protected Loan is invoked (as a result of the market value of a Security falling below the
Protected Loan Amount), the Notional Put Option is taken to be exercised for tax purposes. In
addition, to the extent that Westpac acquires the relevant Securities, those Securities are taken to
have been disposed of by the Investor as a result of the Notional Put Option being exercised.
If the Loan Put Option associated with a Protected Loan is not exercised or the limited recourse
feature of the Protected Loan is not invoked because the market value of a Security is above the
Protected Loan Amount, the Notional Put Option is taken to have expired (ie lapsed).
Where an Investor has multiple Parcels of Securities and Westpac has treated the Protected Loans
as one loan with a single interest rate (a "Consolidated Loan"), the Consolidated Loan should be
treated as one "arrangement" for the purposes of Division 247 of the Tax Act. This is consistent
with the approach adopted by the ATO in product rulings for products with similar features to TEF.
Accordingly, for the purpose of calculating any excess is calculated by comparing the interest
payable under the Consolidated Loan (using the single interest rate) and the interest that would be
payable under the Consolidated loan if the single interest rate was equal to the Adjusted Protected
Loan Rate. However, as capital protection is provided separately in respect of each Parcel of
Securities, the excess should be reasonably apportioned to a separate Notional Put Option over
each Parcel.
If a Protected Loan is used by an Investor to acquire a share or option acquired at a discount under
an employee share scheme, Division 247 of the Tax Act may not apply to re-characterise the
interest paid under the Protected Loan. This exclusion would not apply if the Protected Loan is
used to fund the exercise price of an Executive Option as the Protected Loan is funding the
acquisition of the shares covered by the Executive Option and not the Executive Option itself.
The tax treatment of the application of Division 247 can be complex and Investors should obtain
their own advice on the application of the Division to their circumstances.
4.2
Timing of deductions for interest

(a)
Individuals or small business entities
Where an Investor is an individual or a small business entity (ie a business with annual turnover of
less than $2 million), the Investor should be able to claim interest deductions at the time it is paid
(ie upfront) if:
the interest is in respect of an Interest Period not longer than 12 months ending on or
before 30 June of the next income year (eg, Prepaid Interest); and
the Protected Loan is used to acquire Securities or real property where the Investor has
obtained, or can reasonably be expected to obtain, dividends, trust income or rent and no
other kind of assessable income.
However, a small business entity may elect to claim the prepaid interest deduction over the
Interest Period to which the interest relates on a straight line accruals basis rather than upfront.
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4. Tax (Continued)
26 March 2013
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Prepaid interest which relates to an Interest Period of over 12 months or which ends after 30 June
of the income year after the one in which the prepaid interest is paid should not be deducted
upfront, but should be deducted over that Interest Period on a straight line accruals basis.
(b)
Other entities
If an Investor is not an individual or a small business entity, the deductions for prepaid interest
should be spread on a straight line accruals basis over the Interest Period to which the interest
relates.
5.
HOLDING SECURITIES
5.1
Distributions and franking credits
Investors should include in their assessable income any dividends (including unit trust dividends
paid by unit trusts that are public trading trusts) received in respect of their Securities.
If the dividends are franked, the Investor's assessable income will generally include any franking
credits attached to the dividends (or the Investor's share of any franking credits attached to
dividends derived through a trust), provided the Investor is a "qualified person" (and, in the case of
franked dividends derived through a trust (other than a public trading trust), the trustee of the
trust is also a qualified person); see below.
Investors that are companies and which receive dividends from foreign companies may be eligible
for an exemption if they hold a substantial interest in the foreign company (refer section 23AJ of
the Tax Act).
(a)
Imputation system
If an Investor is a "qualified person" in relation to the dividend, any franking credits attached to the
dividend may be allowed as a tax offset (equal to the amount of the franking credit on the
dividend). Whether an Investor is ultimately entitled to a tax offset or franking credit depends on
their particular circumstances. In addition, as this area of the law is still subject to change, an
Investor should obtain specific independent tax advice relevant to their circumstances.
(i)
Individuals and complying superannuation funds
If the Investor is an individual or complying superannuation fund and has a tax offset in excess of
their tax liability, the Investor may be entitled to a refund of that excess tax offset.
(ii)
Companies
If the Investor is a company, the Investor should not be entitled to a refund of any excess tax
offset, but may convert excess franking credits into tax losses. A franking credit equal to the
franking credit attached to the dividends received should also arise in the company's franking
account.
(iii)
45 day holding rule "qualified person"
An Investor should be a "qualified person"2 in relation to a dividend paid on their share Securities
where the Investor has held their Securities "at risk" for 45 days or more during a relevant
qualification period ("45 day rule").
Although the provisions in the Tax Act which determine whether a taxpayer is a qualified person have been repealed,
they continue to have effect as if they were not repealed by operation of paragraphs 207-145(1)(a) and 207150(1)(a) of the Tax Act. See also ATO Taxation Determination TD 2007/11. The previous Federal Government
indicated that it still intended to introduce legislation to insert new "qualified person" rules (largely in a rewritten
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Ordinarily, the qualification period is a period commencing when the Investor acquired their
Securities and ending on the 45th day after the ex-date for that dividend (but excluding the days of
acquisition and disposal of the Securities). Provided an Investor is not under a related payment
obligation (broadly, an obligation to pay away the benefit of the dividend), the Investor only needs
to satisfy the 45 day rule once. Accordingly, if an Investor already held their Securities before
entering into an Option, the Investor may have already satisfied the 45 day rule.
Where an Investor transfers Securities already held by the Investor as security for the Protected
Loan, the transfer of the Securities to the nominee should not affect the determination of whether
the Investor is a qualified person.
Where an Investor is entitled to a share of the income of a unit trust which includes franked
dividends, broadly speaking, both the Investor and the trustee of the unit trust need to be qualified
persons. However, if the unit trust is a widely held3 trust, the Investor will generally only need to
have regard to their interest in the unit trust in determining whether they satisfy the 45 day rule
rather than their interest in the underlying shares held by the unit trust.
Alternatively, for Investors who are individuals and who are not under a related payment
obligation, they should be taken to be a "qualified person" where the total franking tax offsets to
which they are entitled in any given income year does not exceed $5,000.
(iv)
Related payments rule
If an Investor is under a related payment obligation in relation to any dividend, the Investor will
need to hold their interest in the Securities "at risk" for at least 45 days during the qualification
period commencing on the 45th day before the ex-date for the relevant dividend and ending on the
45th day after the ex-date for that dividend ("related payments rule").
(v)
Held "at risk"
To satisfy the 45 day rule or the related payment rule, the Securities need to have been held "at
risk" for the relevant qualification period. In determining whether their Securities are held "at
risk", any days where Investors have materially diminished risks of loss or opportunities for gain in
relation to their Securities will not be counted (but will not be taken to break the continuity of the
ownership period).
Investors will be taken to have materially diminished risks of loss or
opportunities for gain in respect of shares or an interest in shares on a particular day if their net
position in relation to the shares on that day has a delta of less than 0.3. Their net position in
relation to Securities will take into account the delta of all positions Investors hold in relation to the
Securities. This includes Options bought or sold under the TEF, including the Loan Put Options
associated with a Protected Loan, the limited recourse features of the Protected Loan, and any
other positions Investors enter into in relation to their Securities. In some circumstances,
Investors may need to also take into account positions entered into by their associates.
Provided the related payment rule does not apply to Investors, Investors should be taken to have
the same net position they had in relation to the Securities on the day their last position was
entered into. For example, the delta of a Put Option should be taken not to change from its value
on the day Investors acquire the Put Option and enters into a Protected Loan, unless and until
Investors enter into another position in relation to the Securities (e.g. selling a Call Option). Where
an Investor enters into another position, their net position in respect of the Securities will need to
be re-calculated, taking into account the delta of all positions on that day in order to determine
whether the Investor continues to hold their Securities sufficiently "at risk" for the purposes of the
45 day rule.
form, but more substantive changes may be made). The new rules are expected to have retrospective effect from 1
July 2002. Investors should monitor developments in this area.
3
A trust is widely held if 75% or more of the fixed entitlements to the income or capital of the trust are not held,
directly or indirectly, by 20 or fewer unrelated individuals.
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4. Tax (Continued)
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Where the related payment rule applies to Investors, Investors will also be required to re-calculate
their net position on the 45th day prior to the ex-date for each dividend over which Investors have
a related payment obligation.
The nature of the Options bought or sold under the TEF is such that an Investor's net position may
fall below 0.3 after the day on which the Investor enters into an Option. Therefore, each Investor
should be aware that if they enter into other positions before the Investor satisfies the 45 day rule
or if the related payment rule applies, it will be necessary for Investors to recalculate their net
position and there is a risk that the Investor will not be a qualified person in relation to franking
credits attached to dividends paid in respect of their Securities.
(b)
Trust4 distributions (other than those attributable to dividends)
Trust distributions may include a number of components, including dividends (discussed above),
capital gains and other assessable amounts.
Where a trust distribution is attributable to a taxable capital gains derived by a unit trust in which
an Investor holds units, this may be included in the Investor's assessable income. Certain
Investors (including individuals, trusts or complying superannuation funds) may be entitled to
discount CGT treatment on part or all of their capital gains attributed to them.
Where a trust distribution includes amounts which are non-assessable (sometimes referred to as
tax deferred distributions), the receipt of such non-assessable amounts may result in a reduction of
the CGT cost base of the Investor's units in the unit trust or a capital gain.
The gain on disposal of certain assets held by a unit trust and/or assets held by the underlying
portfolios in which the unit trust invests (including foreign exchange gains) may be assessed as
income under provisions other than the CGT provisions of the Tax Act and Investors should include
their share of such assessable amounts in their assessable income.
(c)
Foreign income tax offset
Where dividends or distributions have been subject to foreign tax (eg foreign dividend withholding
tax), Investors should include the gross amount of the dividend or distribution in their assessable
income (ie without deducting the amount of any foreign tax withheld from the dividend or
distribution).
Investors should generally be entitled to a foreign income tax offset for any foreign tax paid in
respect of dividends or distributions, but subject to an overall foreign tax offset limit each year
being the greater of:
$1,000; and
very broadly, the amount of Australian income tax of the Investor that is attributable to
income subject to foreign tax or other foreign sourced income (ignoring any potential
foreign income tax offset).
5.2
Acquisition of Securities
Securities acquired using a Protected Loan, Securities provided as security for a Protected Loan and
Securities acquired as a result of a Bought Call Option or Sold Put Option being exercised are CGT
assets. The Securities acquired by Investors will generally have an initial CGT cost base and
reduced cost base equal to the amount paid for Securities (including by applying the proceeds of a
Protected Loan) and any incidental costs associated with acquiring the Securities. As referred to
above in the discussion on Options, the CGT cost base and reduced cost base of a Security
Other than a public trading trust.
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acquired as a result of exercising a Bought Call Option or Westpac exercising a Sold Put Option will
include any Premium paid for the Bought Call Option and the Strike Price paid on exercise of the
relevant Option.
5.3
Disposal of Securities (other than as a result of exercising an Option)
A CGT event should happen on disposal of the Securities. The capital proceeds in respect of the
disposal should generally be the sale price of the Securities. Investors should have a taxable
capital gain if the capital proceeds received for the disposal of the Securities are greater than their
cost base. A capital loss should arise if the capital proceeds are less than their reduced cost base.
Investors' cost base and reduced cost base in their Securities should include the amount paid to
acquire the Securities plus any incidental costs of acquisition or disposal.
Investors that are companies and which make a capital gain or capital loss on the disposal of
shares in a foreign company may have their capital gain or capital loss reduced if they hold a
substantial interest in the foreign company and if, broadly, the foreign company carries on an
active business (refer Subdivision 768-G of the Tax Act).
6.
DISCOUNT CAPITAL GAINS
6.1
Individuals, trusts and complying superannuation funds
Investors that are individuals, trusts with certain beneficiaries or complying superannuation funds
may be entitled to discount CGT treatment on the disposal of Options or Securities where the
Investor acquired the Option or Securities for CGT purposes at least 12 months prior to the
disposal. In the case of an Investor that is the trustee of a trust, discount CGT treatment will
generally only apply to the extent that the capital gain is attributed to an individual or complying
superannuation fund that is the ultimate beneficiary of the trust. Where an Investor acquires
Securities as a result of exercising a Call Option, the Securities will be taken to be acquired for CGT
purposes when the Call Option is exercised.
Circumstances where discount CGT treatment apply to capital gains made in relation to
transactions involving Options are discussed in section 3 above. Where discount CGT treatment
applies, an Investor may reduce their capital gains by 50% if they are an individual or trust, or by
33 % if they are a complying superannuation fund. Discount treatment is not available where an
indexed cost base is chosen to determine the amount of any capital gain (indexation would
generally only be relevant if an Investor acquired their Securities on or prior to 21 September
1999).
Investors should not be taken to have disposed of their Securities in circumstances where the
Securities are transferred to the Custodian by way of security. Investors should therefore retain
their original acquisition date in respect of the Securities for CGT discount purposes.
6.2
Companies
Discount CGT treatment is not available to Investors that are companies.

7.
FUNDING EXERCISE OF EXECUTIVE OPTIONS
Where Westpac provides a Protected Loan to an Investor to fund the exercise price of Executive
Options, the exercise of the Executive Options could have tax consequences for the Investor.
In this regard, we note that the operation of the tax rules for employee share schemes in Division
83A of the Tax Act, former Division 13A of Part III of the Tax Act or former section 26AAC of the
Tax Act could result in an amount being included in an Investor's assessable income at or around
the time their Executive Options are exercised.
224330570.01
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4. Tax (Continued)
26 March 2013
Page 12
The tax rules for employee share schemes are complex, depend on the terms of the relevant
scheme, the individual circumstances of the Investor and, in some cases, any elections made by an
Investor. Investors should seek their own advice on the application of the tax rules for employee
share schemes, taking into account their own personal circumstances.
8.
FEES
Any upfront fees (such as any Loan Establishment Fee) payable in respect of the Protected Loan
may be deductible to Investors under section 25-25 of the Tax Act over the lesser of five years and
the term of the loan under the Protected Loan, provided Investors use the Protected Loan for the
purpose of producing assessable income in the income year in which a deduction is sought.
Any Break Costs payable by Investors on early termination or repayment of a loan under the
Protected Loan should be allowable as a deduction to the extent that those amounts are incurred to
reduce or eliminate their deductible interest expense.
Brokerage fees payable upon the acquisition or sale of any Securities should be included in the CGT
cost base and reduced cost base of the Securities as an incidental cost of ownership or disposal.
9.
PROPOSED FOREIGN ACCUMULATION FUND RULES
Investors who acquire Securities in foreign companies or trusts (eg certain exchange-traded funds
established outside Australia that issue securities quoted on the ASX) should be aware that the
Federal Government has proposed the introduction of attribution rules for interests in a "foreign
accumulation fund" ("FAF"). The legislation is still under development and the then Assistant
Treasurer announced on 29 June 2011 that the proposed FAF rules will have application for income
years starting on or after the date it receives Royal Assent.
Investors should monitor
developments and seek their own advice on the final legislation.
10.
TAXATION OF FINANCIAL ARRANGEMENTS
Division 230 of the Tax Act operates to tax gains and losses (including foreign exchange gains and
losses) arising from certain "financial arrangements" on revenue account and in some cases on a
compounding accruals basis.
Individuals are generally exempt from the application of Division 230 of the Tax Act, and
superannuation funds, managed investment schemes, financial entities and other entities which are
considered small may be exempt from the application of Division 230 of the Tax Act, unless they
make an election for it to apply. As the application of Division 230 of the Tax Act is complex and
dependent on the facts and circumstances of the Investor, Investors should obtain their own advice
in relation to the potential applicability of Division 230 of the Tax Act to them, in light of their own
individual facts and circumstances.
11.
GENERAL ANTI-AVOIDANCE PROVISIONS
The question of the applicability of the general anti-avoidance provisions in Part IVA of the Tax Act
(which can operate to cancel certain tax benefits) is something which can only be conclusively
determined on a case-by-case basis in light of the relevant facts and circumstances arising for a
particular taxpayer. The provisions will apply if a taxpayer obtains, or would but for the application
of Part IVA obtain, a more favourable outcome (called a "tax benefit") in connection with a scheme
that was entered into by any entity for the dominant purpose of obtaining that tax benefit.
In identifying whether a taxpayer has obtained a tax benefit, it is necessary to determine, very
broadly, whether the tax outcomes under the scheme entered into by the Investor are more
favourable than that which would, or might reasonably be expected to, have been the tax outcome
if the scheme had not been entered into.
224330570.01
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However, even if a tax benefit has been obtained by an Investor, Part IVA can only apply if the
scheme was entered into by any entity for the dominant purpose of obtaining that tax benefit. The
existence of a dominant purpose should be determined on an objective basis, having regard to the
list of relevant factual circumstances contained in Part IVA of the Tax Act.
As at the date of this letter the Tax Laws Amendment (Countering Tax Avoidance and Multinational
Profit Shifting) Bill 2013 is before Federal Parliament and that Bill proposes amendments to Part
IVA of the Tax Act intended (according to the accompanying Explanatory Memorandum) to broadly
clarify the operation of the general anti-avoidance provisions. For example, in determining a
reasonable alternative to the scheme entered into, an alternative is not discounted merely because
of the tax cost associated with that alternative. If the Bill is enacted into law, the amendments will
take effect retrospectively from 16 November 2012.
Investors should not be affected by the general anti-tax avoidance provisions contained in Part IVA
of the Tax Act, provided that the TEF was not entered into as part of a scheme with the dominant
purpose of obtaining a tax benefit.
12.
GOODS AND SERVICES TAX
GST should not be payable in respect of the Protected Loan, the entry into and exercise of an
Option, or the acquisition or other dealing with the Securities. However, GST will be payable in
respect of certain supplies (ie advice in respect of the Securities, insurance, legal services, broking
services, commissions and other transaction fees incurred by Westpac or Investors).
If any GST becomes payable by Westpac in connection with a supply made to an Investor then
Westpac can require the Investor to pay an additional amount for the GST.
Generally Investors will not be entitled to input tax credits in respect of GST on acquisitions they
make. Where an Investor is registered for GST and their investment activities are part of an
enterprise they carry on, the Investor may be entitled to a reduced input tax credit in respect of
some of this GST.
13.
STAMP DUTY
No stamp duty should be payable in any Australian State or Territory on the entry into an Option or
on the exercise of an Option. This is provided that the Securities the subject of the Option are
quoted on the ASX or other recognised stock exchange at the time of entry into the agreement and
at the time of exercise of the Option.
We expect that no mortgage duty will be payable in relation to any mortgage granted by an
Investor in favour of Westpac. If a stamp duty liability were to arise in connection with a
transaction entered into under the TEF, the Investor would be required to pay that stamp duty
liability.
14.
OTHER TRANSACTIONS
This letter may not cover all possible transactions and events that may happen in connection with
the Options and Protected Loan. Accordingly, Investors should not solely rely on the comments in
this letter and should obtain their own advice having regarded to their particular circumstances.
Yours sincerely
Ashurst Australia
224330570.01
35
5. Terms and Conditions

The legal terms and conditions of each Transaction
under the BT Tailored Equities Facility (TEF) are
set out in these Terms and Conditions, the IM and
the Application Form. Indicative financial terms
and other details of a Transaction may be advised
in a Deal Sheet provided to you following your
application but will be finalised at the Issue Date and
set out in the Confirmation provided to you.
Under the power of attorney (contained in the
Application Form) you appoint us and certain
Westpac employees to do things on your behalf
in relation to these Terms and Conditions. This
includes, where necessary, signing any documents
on your behalf to give effect to these Terms and
Conditions.
1.6
1.7
PART A Entering into a

Transaction
1.
1.1
1.2
1.3
1.4
1.5
36
How you may enter into a Transaction

You must complete the Application Form
attached to the IM to apply to establish a TEF
in your name. If your application is accepted
by Westpac, a TEF will be established in your
name. Westpac has the right, in its absolute
discretion, to refuse to establish a TEF in your
name.
Once a TEF has been established, you
may request to enter into a Transaction by
asking Westpac to send a Deal Sheet to
you setting out the terms on which you may
make a request to Westpac to enter into a
Transaction. Westpac is not obliged to issue
a Deal Sheet in respect of any proposed
Transaction.
A Deal Sheet does not constitute an offer
by Westpac to enter into any Transaction
and Westpac has the right, in its absolute
discretion, to refuse to enter into a Transaction
even if a Deal Sheet is delivered to you.
If you confirm to Westpac in a manner
acceptable to Westpac that you are
comfortable with the indicative terms of a
Transaction set out in a Deal Sheet, you are
taken to have made an irrevocable offer to
enter into the relevant Transaction on the
indicative terms set out in the Deal Sheet,
but provided that the final terms of the
Transaction may differ as a result of changes
to various factors including interest rates and
price movements in respect of the relevant
Securities.
You may also agree the terms of a Transaction
in any other manner acceptable to Westpac
(including by contacting the TEF Investor
Relations team on 1800 990 107 and
agreeing the terms of a Transaction over the
phone).
1.8
2.
2.1
If Westpac agrees to enter into a Transaction

with you, the final terms of the Transaction
will be set out in the Confirmation for that
Transaction. If there are any differences
between the terms of the Deal Sheet for
a Transaction and the terms set out in the
Confirmation, then the terms set out in the
Confirmation prevail. In particular, if we agree
to make a Protected Loan available to you,
the final Protected Loan Amount may differ
from the Protected Loan Amount that you
have applied for.
In respect of a Protected Loan, unless
your request for a Protected Loan is a
Securityholder Application (in which case see
clause 3), then:
(a)
you must use the funds we advance
under the Protected Loan to purchase
a Parcel and, at our discretion, to
pay any Loan Establishment Fee,
fees, Brokerage and any other costs
associated with establishing the
Protected Loan and purchasing the
Parcel and we will arrange payment
of the Protected Loan proceeds to
relevant parties as applicable for these
purposes; and
(b)
if the request relates to more than one
Parcel and it is approved, and subject
to clause 1.8, there will be a separate
Protected Loan relating to each Parcel
and interest, costs, fees and other
obligations will be calculated separately
in respect of each Protected Loan.
If you request two or more Protected Loans
over different Parcels of Securities with the
same Issue Date, Maturity Date and Interest
Periods, Westpac may treat the Protected
Loans as one loan and provide a consolidated
Deal Sheet and Confirmation containing a
single interest rate for all the Protected Loans
making up the consolidated loan.
Conditions that must be satisfied before
Westpac will enter into a Transaction with you
We may enter into a Transaction with you
where all of the following conditions are
satisfied (or have been waived by us in writing
in respect of the relevant Transaction) on or
before the Issue Date:
(a)
in the case of an Option, an irrevocable
offer to enter into an Option with a
Notional Value of at least $500,000
(or any other amount we may at our
discretion agree from time to time)
has been made to us in a manner
acceptable to us;
(b)
in the case of a Protected Loan,
an irrevocable offer to enter into a
Protected Loan with a Protected Loan
1800 990 107
2.2
2.3
2.4
Amount of at least $500,000 (or any

other amount we may at our discretion
agree from time to time) has been
made to us in a manner acceptable to
us;
(c)
if you have chosen to receive a Deal
Sheet, you have confirmed receipt to
our reasonable satisfaction;
(d)
the Securities will (in our reasonable
opinion) be quoted by the ASX and not
be subject to suspension or trading
halt at the Issue Date;
(e)
you have executed any ancillary
documents (listed as such in the
Application Form) we require in a form
that is satisfactory to us and have
delivered these to us at our Address
or otherwise provided them to us in a
manner acceptable to us;
(f)
you have paid, or undertaken to
pay us, any amount requested in
connection with the Mortgage under
clause 29;
(g)
you have provided us with all the
information we reasonably require,
and we are satisfied that you are able
to meet your obligations under these
Terms and Conditions;
(h)
we are satisfied that each
representation and statement, and all
information provided, by you or on your
behalf is true and complete and can
reasonably be relied upon;
(i)
no Default has occurred or is
continuing;
(j)
if we require any Guarantee and
Indemnity, we have received the
Guarantee and Indemnity duly
executed by each relevant Guarantor
in a form and substance satisfactory to
us;
(k)
you and any Guarantors have met any
additional conditions to our reasonable
satisfaction; and
(l)
where you are acting in your capacity
as trustee of any trust, if we ask, we
have received a certificate from your
solicitor in a form satisfactory to us in
respect of the trust.
Even if each of the conditions in clause 2.1
are satisfied, we may refuse, in our absolute
discretion, to enter into any Transaction with you.
If, in accordance with clause 2.1 or 2.2, we
refuse to enter into a Transaction with you, we
will not be liable to you for any loss, damages or
costs which you may incur or suffer as a result.
If we do enter into a Transaction with you, it
should not be taken as an assurance that the
conditions set out in clause 2.1 have been

satisfied or waived.
3.
3.1
3.2
3.3
3.4
Securityholder Application
If you are the registered holder of Securities
which:
(a)
have not been acquired under a
Protected Loan, or were acquired
under a Protected Loan and you wish
to enter into a new Protected Loan to
repay your initial Protected Loan;
(b)
are free from any Encumbrance that
would limit your ability to deal in those
Securities (other than a lien, mortgage,
or charge created under a previous
Protected Loan); and
(c)
comprise of one or more Parcels with
a value at the Issue Date of at least
$500,000 (or such other amount as
may be agreed by us from time to time)
per Parcel, then, subject to clause
2, you may request that we make a
Protected Loan available to you in
respect of that Parcel or those Parcels
of Securities.
We may agree to make a Protected Loan
available to you in the circumstances
described in clause 3.1. You agree and
acknowledge that if we agree to make a
Protected Loan available to you:
(a)
the nominated Securities will form part
of the Secured Property and will be
subject to the Mortgage;
(b)
we will grant a Loan Put Option in
accordance with clause 12 over the
nominated Securities; and
(c)
you will use the Protected Loan
proceeds wholly or predominantly for
business or investment purposes (other
than investment in residential property),
and not for personal, domestic or
household purposes.
If we agree to make a Protected Loan
available to you in these circumstances,
the nominated Securities must be held in a
Westpac HIN where they will be held subject
to the Mortgage.
If requested, we will arrange payment of
Protected Loan proceeds to repay any initial
Protected Loan or other loan.
4. Confirmation
4.1 As soon as reasonably practicable after
a Transaction is entered into between
Westpac and you, Westpac will send you a
Confirmation setting out the final terms of the
Transaction. You undertake to examine the
terms of each Confirmation immediately upon
receipt and, unless within one Business Day
37
5. Terms and Conditions (Continued)
4.2
4.3
5.
5.1
38
of the date of receipt of the Confirmation you

notify Westpac of any disputed detail in the
Confirmation, you agree that the contents of
the Confirmation, in the absence of manifest
error, are conclusive evidence of the executed
Transaction.
Unless and until any relevant disputed detail
has been resolved to Westpacs satisfaction
(acting reasonably) and a replacement
Confirmation is issued by Westpac, you must
continue to satisfy all of your obligations under
relevant Transaction as if the details in the
relevant Confirmation are correct and not the
subject of a dispute.
Failure by Westpac to provide a Confirmation
to you does not affect the validity of any
Transaction.
Risks and acknowledgment
You acknowledge and agree that:
(a)
there are risks associated with
Transactions and you have closely
and carefully considered whether
Transactions are appropriate for you;
(b)
you have relied on your own judgment
or that of your professional advisers
in deciding whether to enter into
these Terms and Conditions and any
Transaction and the effect of any tax
treatment of any Transaction;
(c)
Your liabilities under any Protected
Loan are full recourse if you do not
comply with your obligations under
these Terms and Conditions, there is a
Default or you do not hold a Protected
Loan to Maturity;
(d)
we may call on any Guarantee and
Indemnity given by your Guarantor;
(e)
our inclusion of a Security in a Deal
Sheet is not a recommendation by
us that you invest in that Security or
that that Security is suitable for your
investment purposes;
(f)
Securities held in a Westpac HIN and
Cash Collateral held in a Westpac
Account for the purposes of these
Terms and Conditions will be subject to
the Mortgage securing your obligations
under these Terms and Conditions; and
(g)
if you comprise of two or more
persons, then your obligations under,
and actions in connection with, these
Terms and Conditions will bind each
of you severally and jointly. As such,
each of you will be individually liable in
respect of your obligations under any
Transaction.
(See also the representations and warranties
that you make in clause 21).

6.
6.1
6.2
6.3
6.4
6.5
Appointment of Broker and Sponsor

Subject to these Terms and Conditions, by
entering into a Transaction with Westpac:
(a)
you irrevocably authorise Westpac to
acquire and sell Securities in a Parcel
either by giving instructions to the
Broker on your behalf on the terms set
out in clause 6.2, or directly from or to
us or our related body corporate;
(b)
you acknowledge that Westpac will
appoint the Sponsor as the Participant
in respect of your Holdings that
constitute the Secured Property as set
out in these Terms and Conditions; and
(c)
in respect of a Protected Loan,
with respect to the Protected Loan
Amount (other than in respect of
a Securityholder Borrower), you
irrevocably authorise and direct us
to pay the purchase price of the
Securities from the Protected Loan
Amount.
You acknowledge that:
(a)
if we, acting on your behalf as agent,
direct the Broker to acquire or sell
Securities, the Broker will do so in
accordance with their terms and
conditions; and
(b)
all dealings in Securities on your behalf
are subject to the Corporations Act and
the Rules.
You may contact us to request a copy of the
Brokers terms and conditions.
To the fullest extent permitted by Law you
will indemnify us, the Broker and the Sponsor
against any loss, claim, expense or damage
incurred as a result of:
(a)
our reliance, or the reliance of, the
Sponsor or the Broker, upon your
instructions;
(b)
acting in accordance with your
instructions; or
(c)
your failure to settle any transaction by
its due date or to strictly comply with
these Terms and Conditions.
You acknowledge that the price at which
transfers of Securities are made may
represent neither the closing price of the
Security on ASX (or any other market) on
that day nor the best price of the day. You
acknowledge that the price at which transfers
of Securities are made will depend on a
number of factors, including the market depth
and trading volume, the time at which the
sale or purchase request is processed and
that neither we nor the Broker are under any
1800 990 107
6.6
obligation to process such a request except in

accordance with clause 6.6.
We will use our reasonable endeavours to
arrange the execution of all requests for sales
and purchases of selected Securities as soon
as practicable after we have approved the
request. We accept no liability or responsibility
for losses or damages incurred as a result of
a delay in processing a request for sales or
purchases of selected Securities.
7.2
PART B Options
7.
7.1
Options generally
The types of Options that you may enter into
with Westpac are:
(a)
Bought Call Option A Bought Call
Option is an Option which constitutes
an irrevocable offer by Westpac to sell
the Securities underlying the Option to
you at the Strike Price per Security, and
the contract formed upon exercise and
the obligations under the contract may
be settled on exercise by way of Cash
Settlement or Physical Settlement.
(b)
Bought Put Option A Bought Put
Option is an Option which constitutes
an irrevocable offer by Westpac to
buy the Securities underlying the
Option from you at the Strike Price per
Security, and the contract formed upon
exercise and the obligations under the
contract may be settled on exercise
by way of Cash Settlement or Physical
Settlement.
(c)
Sold Call Option A Sold Call Option
is an Option which constitutes an
irrevocable offer by you to sell the
Securities underlying the Option
to Westpac at the Strike Price per
Settlement.
(d)
Sold Put Option A Sold Put Option
is an Option which constitutes an
irrevocable offer by you to buy the
Securities underlying the Option
from Westpac at the Strike Price per
Settlement.
(e)
Collar A Collar is an Option which
constitutes an irrevocable offer
by Westpac to buy the Securities
underlying the Option from you at the
7.3
7.4
7.5
Floor Price (if the Expiry Price is less

than the Floor Price) or at the Cap
Price (if the Expiry Price is greater than
the Cap Price) per Security, and the
contract formed upon exercise and
the obligations under the contract may
be settled on exercise by way of Cash
Settlement or Physical Settlement.
If you enter into a Sold Call Option or
Collar you must transfer Security Collateral
to your Westpac HIN, as specified in the
Confirmation.
If you enter into a Sold Put Option you must
transfer Cash Collateral to your Westpac
Account, as specified in the Confirmation.
Westpac will pay interest on Cash Collateral to
you at a rate specified in the Confirmation.
Security Collateral and Cash Collateral will
become subject to the Mortgage.
8. Premium
8.1 The indicative Premium for a proposed Option
transaction will be set out in the Deal Sheet for
that proposed Option
8.2 The actual Premium for an Option transaction
will be set out in the Confirmation for that
Option.
8.3 In respect of a Bought Call Option, Bought
Put Option or Collar where you are required to
pay a Premium, the Premium will be deducted
from your nominated bank account on the
Business Day after the Issue Date.
8.4 In respect of a Sold Call Option, Sold Put
Option or Collar where you are to be paid a
Premium, the Premium will be paid into your
nominated bank account on the Business Day
after the Issue Date (subject to you providing
the Security Collateral or Cash Collateral).
8.5 In respect of a Collar or Loan Put Option
where the Confirmation provides that no
Premium is to be paid by either party, no
Premium is required to be paid. This does not
affect the validity of the Option.
8.6 An Option cannot be exercised if the Premium
(if any) for the Option has not been paid.
9.
9.1
9.2
Exercising an Option
Any Option which has not already been
exercised and which is In-The-Money at the
Expiry Time will be automatically exercised at
the Expiry Time.
Subject to clause 9.1, to exercise an Option
the buyer of the Option must give to the seller
of the Option an Exercise Notice. An Exercise
Notice must be given:
(a)
in the case of an American Option at
any time from the Issue Date to the
Expiry Time; and
39

(b)
in the case of an European Option

on the Expiry Date, before the Expiry
Time.
10. Settlement of an Option

10.1 The Confirmation for an Option will specify
whether Physical Settlement or Cash
Settlement applies to that Option. You may
change the election of Physical Settlement or
Cash Settlement set out in your Confirmation
by contacting the TEF Investor Relations
team on 1800 990 107 at least 3 Business
Days prior to the Expiry Date. If you do not
agree otherwise with Westpac, the default
settlement method will be Cash Settlement
(other than in the case of a Loan Put Option,
where Physical Settlement must apply).
10.2 In respect of each exercised Option to which
Physical Settlement applies, on the relevant
Settlement Date:
(a)
in the case of a Bought Call Option
you must pay to Westpac an amount
equal to the Strike Price multiplied by
the number of Securities making up the
Parcel and Westpac must deliver the
Parcel to you;
(b)
in the case of a Bought Put Option
Westpac must pay to you an amount
Parcel and you must deliver the Parcel
to Westpac;
(c)
in the case of a Sold Call Option
to Westpac;
(d)
in the case of a Sold Put Option you
must pay to Westpac an amount equal
to the Strike Price multiplied by the
number of Securities making up the
Parcel and Westpac must deliver the
Parcel to you;
(e)
in the case of a Collar where the Expiry
Price is less than the Floor Price
equal to the Floor Price multiplied by
to Westpac; and
(f)
Price is greater than the Cap Price
equal to the Cap Price multiplied by the
number of Securities making up the
to Westpac.
40
10.3 In respect of each exercised Option to which

Cash Settlement applies, on the relevant
Settlement Date:
(a)
in the case of a Bought Call Option
equal to the Expiry Price less the Strike
Price, multiplied by the number of
Securities in the Parcel;
(b)
in the case of a Bought Put Option
equal to the Strike Price less the Expiry
Securities in the Parcel;
(c)
in the case of a Sold Call Option you
to the Expiry Price less the Strike Price,
multiplied by the number of Securities
in the Parcel;
(d)
in the case of a Sold Put Option you
to the Strike Price less the Expiry Price,
multiplied by the number of Securities
in the Parcel;
(e)
Price is less than the Floor Price
equal to the Floor Price less the Expiry
Securities in the Parcel; and
(f)
Price is greater than the Cap Price
you must pay to Westpac an amount
equal to the Expiry Price less the Cap
Securities in the Parcel.
PART C Protected Loans

11. Interest on Protected Loans
11.1 You must pay interest to us on each Protected
Loan.
11.2 The rate of interest applicable to a Protected
Loan over the Term is either:
(a)
a fixed rate set by us (see clause 11.3);
or
(b)
an annually resetting rate set by us (see
clause 11.4).
11.3 In the case of a fixed rate Protected Loan,
the interest rate applicable to the Protected
Loan will be set out in the Confirmation for the
Protected Loan, and may differ from the rate
set out in any Deal Sheet.
11.4 In the case of an annually resetting rate
Protected Loan, the interest rate applicable
to the Protected Loan for the first Interest
Period will be set out in the Confirmation for
the Protected Loan, and may differ from the
rate set out in any Deal Sheet. The annually
1800 990 107
resetting rate applicable for each subsequent

Interest Period will be set by us from time to
time, at or about the commencement of the
relevant Interest Period, and communicated to
you in writing.
11.5 We will provide you with information on
current interest rates and standard fees and
charges on request.
11.6 Interest is calculated on the Protected Loan
from 3 business days after the Issue Date.
11.7 Interest shall accrue daily, and shall be
calculated for each relevant Interest Period
on the basis of the actual number of days
elapsed in that Interest Period and a 365 day
year (including the first day but excluding the
last day of the period during which it accrues).
11.8 You must pay the interest on the Protected
Loan at the applicable interest rate annually in
advance on or before the Business Day after
the Issue Date for the first Interest Period, and
thereafter annually in advance, on or before
the first day of the relevant Interest Period
(except to the extent we agree otherwise,
or specify otherwise in these Terms and
Conditions).
11.9 Each date determined under clause 11.8
above is the due date for payment, unless
that day is not a Business Day, in which case
the due date for payment is the first prior
Business Day before that day.
11.10 We will debit the interest from your nominated
bank account in relation to a Protected Loan
on each due date for payment of such interest
subject to the following:
(a)
Notwithstanding clause 11.9, if the
date determined under clause 11.8
is not a Business Day, then we may,
in our sole discretion, alter the due
date, if the first following Business Day
after the originally scheduled date is
within the same calendar month as
the originally scheduled date, so that
the due date will be deferred until the
first following Business Day after the
originally scheduled due date.
(b)
If the payment is not made on the due
date, for whatever reason, then the
amount remains payable and we may
continue to attempt to direct debit
your nominated bank account until the
amount is paid and clause 16.5 will
apply.
11.11 You must pay any Loan Establishment Fee
specified in the Confirmation for a Protected
Loan on or before the Business Day after the
Issue Date.
12. Loan Put Option

12.1 In conjunction with a Protected Loan,
you must acquire a Bought Put Option to
which Physical Settlement applies where
the Notional Value is at least equal to the
Protected Loan Amount, and the Settlement
Date is equal to the Maturity Date for the
Protected Loan (Loan Put Option).
12.2 A Loan Put Option will be automatically
exercised if it is In-The-Money at the Expiry
Time.
12.3 You irrevocably authorise and direct us to apply
any amount payable by us to you on exercise
of the Loan Put Option towards repayment
of the Total Amount Owing in respect of the
Protected Loan. If there is any amount left
after the Total Amount Owing has been repaid,
Westpac will pay that surplus to you by direct
credit to your nominated bank account.
13. Recourse
13.1 At Maturity of a Protected Loan, provided you
have complied with all your obligations under
Protected Loan and there is no Default, our
recourse to you in respect of your payment
obligations to us under these Terms and
Conditions is limited to the Secured Property
for that Protected Loan.
13.2 At any time before the Maturity Date of
the Protected Loan, or if you have not
complied with all your obligations under
these Terms and Conditions in respect of
the Protected Loan, or if there is a Default,
we have full recourse against you for your
payment obligations to us under the IM and
these Terms and Conditions in respect of a
Protected Loan.
14.
Repayment of Protected Loan on the

Maturity Date
14.1 Subject to these Terms and Conditions,
you must pay the Total Amount Owing on
the Protected Loan to us at Maturity in
accordance with the alternatives set out in
clause 14.2.
14.2 Approximately 20 Business Days (but no less
than 5 Business Days) prior to Maturity, we will
send you a notice informing you that you need
to notify us whether:
(a)
you will make full repayment of the
Total Amount Owing at Maturity less, if
applicable, any amount payable by us if
the Loan Put Option is exercised; or
(b)
you wish to apply for a new Protected
Loan; or
(c)
if the Loan Put Option is not
automatically exercised, you wish us
to consent to the sale of the Secured
Property, and direct us to arrange for
41

the Proceeds to be applied to reduce
your Total Amount Owing, with any
excess to be paid to you.
14.3 You must complete the form we provide to
you to notify us which alternative set out at
clause 14.2 you have selected. Such notice
must be sent to our Address and must be
given so that it is received by us on or before
the date set out in that form.
14.4 If:
(a)
we do not receive notice under clause
14.3 within the required time; or
(b)
you apply for a new Protected Loan
(under clause 14.2(b)) and your
application is refused,
you will be deemed to have consented to
the Securities being sold pursuant to clause
14.2(c) and we may proceed to exercise our
Powers as mortgagee of the Secured Property
to effect repayment of the Total Amount
Owing.
15.
15.1
15.2
15.3
15.4
42
Using a Protected Loan to fund the

exercise of Executive Options
You may request that Westpac advance a
Protected Loan to you to fund the exercise
of Executive Options. If Westpac agrees to
advance a Protected Loan to you in such
circumstances, this clause 15 will apply.
Westpac will advance an agreed amount or an
amount equal to the aggregate exercise price
of the Executive Options to the Company to
fund the exercise of the Executive Options,
and this amount will form part or all of the
Protected Loan Amount. Any remaining
portion of the Protected Loan Amount will be
advanced to you wholly or predominantly for
Business or Investment Purposes.
You must deliver to Westpac:
(a)
the original security holders certificate
(or similar document) in relation to the
Executive Options which shows you as
the registered holder of the Executive
Options;
(b)
an executed exercise notice in relation
to the Executive Options;
(c)
confirmation from the Company of any
matters requested by Westpac; and
(d)
any other documentation Westpac
requires to be able to exercise the
Executive Options on your behalf.
You irrevocably authorise and instruct
Westpac to:
(a)
exercise the Executive Options on your
behalf and to deliver, or procure the
delivery of, all necessary documents
and give all necessary instructions
on your behalf to the Company to
ensure that the Executive Options are

exercised;
(b)
pay the exercise price of the Executive
Options; and
(c)
direct the Company to deliver the
underlying Securities to your Westpac
HIN, where the Securities will be held
subject to the Mortgage.
15.5 Following delivery of the underlying Securities
to your Westpac HIN, the Protected Loan will
operate on the basis set out in clauses 11 to
14 (and the other provisions of these Terms
and Conditions applying to Protected Loans).
15.6 You agree to do all things necessary or
otherwise reasonably required by Westpac to
facilitate the exercise of the Executive Options,
and you authorise Westpac to complete any
blanks in, or make any amendments to, any
exercise notice in relation to the Executive
Options.
PART D General
16. Payments to be without deductions
16.1 You must pay us the required amounts under
these Terms and Conditions in full:
(a)
without set-off or counterclaim; and
(b)
without making any deduction or
withholding for any Taxes unless you
are legally compelled to do so.
16.2 If you are legally compelled to make any
deduction or withholding for Taxes, then you
must pay us an amount equal to the difference
between the full amount which we would have
been entitled to receive had the deduction or
withholding not been made (other than Tax
payable on our overall net income) and the
actual amount received by us.
16.3 Unless otherwise agreed by us or expressly
stated in these Terms and Conditions, you
must make all payments under these Terms
and Conditions to us in immediately available
funds not later than 11:00 am on the due
date in accordance with our direction to you
from time to time. Payments must be made
by direct debit from your nominated bank
account unless we specify otherwise.
16.4 Except as described in clauses 11.9 and
11.10, if the day on which any Payment
becomes due is not a Business Day, the
payment shall become due on the preceding
Business Day.
16.5 If you do not pay us any amount payable
under these Terms and Conditions (including
under any indemnity and any failed direct
debit payment) on its due date (Unpaid
Amount) you will be liable to pay interest on
the Unpaid Amount at a rate equal to the
Reserve Bank of Australia Cash Rate plus 2%
1800 990 107
per annum (which rate may be varied by us

at our absolute discretion from time to time)
calculated on a daily basis and capitalised
monthly.
17. Early termination of a Transaction
17.1 You may terminate the whole or part of the
Protected Loan on any Business Day on the
following conditions:
(a)
you give us at least 10 Business Days
notice (unless a shorter notice period
is requested by you and acceptable to
us in our sole and absolute discretion)
in respect of the Protected Loan.
The notice shall include the following
information:
(i)
a request that we provide an
Early Termination Notice;
(ii)
details of the Parcel that is the
subject of the Protected Loan to
be repaid;
(iii)
how much of the Protected
Loan in relation to each Parcel is
intended to be repaid; and
(iv)
the requested date of
repayment;
(b)
you complete and sign the indicative
Early Termination Notice sent to you
within three business days;
(c)
if we agree to the early repayment of all
or part of the Protected Loan, we will
execute your instruction to repay all or
part of your Protected Loan;
(d)
you must pay to Westpac the amounts
indicated in the final Early Termination
Notice (including any Break Costs);
(e)
if you are repaying the Protected Loan
(or part of the Protected Loan) from
your own funds we will direct debit
your nominated bank account for the
amounts indicated in the final Early
Termination Notice (including any Break
Costs);
(f)
if you request that the Securities
are sold, we will sell the Securities,
and debit your bank account for any
remaining portion of the amounts
(g)
if you repay part of a Protected Loan,
then the Loan Put Option in respect of
that Protected Loan will be adjusted on
a pro rata basis; and
(h)
if the Parcel for the Protected Loan also
forms part of the Security Collateral for
a Sold Call Option, then the Sold Call
Option must also be terminated at the
same time.
17.2 You may terminate an Option on any Business

Day on the following conditions:
(a)
you give us at least 10 Business Days
notice (unless a shorter notice period
is requested by you and acceptable to
us in our sole and absolute discretion).
The notice shall include the following
information:
(i)
a request that we provide an
Early Termination Notice;
(ii)
details of the Parcel that is the
subject of the Option to be
terminated; and
(iii)
the requested date of
termination;
(b)
you complete and sign the indicative
Early Termination Notice sent to you
within three Business Days;
(c)
if we agree to the early termination,
we will execute your instruction to
terminate your Option;
(d)
you must pay to Westpac the amounts
(e)
if you are paying the amounts indicated
in the final Early Termination Notice
from your own funds we will direct
debit your nominated bank account;
and
(f)
if you request that the Securities are
sold, we will sell the Securities, and
debit your nominated bank account for
any remaining portion of the amounts
Notice (including any Break Costs).
18.
Break Costs and other amounts on early

termination
18.1 Break costs will be payable by you to us
in relation to any early termination of a
Transaction. The break costs will be the
amount determined by us as the amount
equal to:
(a)
the present value of any interest, fees,
charges or other amounts that we
would have received from you had
there not been an early termination;
(b)
less, in the case of a Protected Loan:
(i)
an amount representing a
portion of the interest rate
margin and costs applicable
to the remaining term of the
Protected Loan determined in
our sole discretion but based
on reasonable grounds (after
taking into account any prepaid
interest, such that this may be a
negative number); less
43

(ii)
(c)
the present value of our

reasonable estimate of what we
could earn from re-lending the
total amount repaid or due to be
repaid at the prevailing interbank rate at the time; less
(iii)
our reasonable estimate of the
market value of the Loan Put
Option;
plus, any losses, costs and expenses
(including any duties and government
charges) incurred by us in effecting the
early termination, enforcing our rights
on Default, discharging any Security
Interest and what would be the cost
or benefit if we terminated the hedging
or other arrangements that may have
been entered into by us in relation
to the Transaction or the Secured
Property (Break Costs).
19. Statements
19.1 Statements of account relating to each
Transaction will be sent to you at least every
twelve months at the address provided on the
Application Form.
19.2 You can update this address by contacting
us by phone on 1800 990 107 or by email at
structured.investments@westpac.com.au.
20.
Sponsor, Westpac Account and Cash

Collateral
20.1 You undertake to us that:
(a)
if you are required to establish a
Westpac HIN, you will do all things
necessary to establish a Westpac HIN
(including entering into a sponsorship
agreement under the Rules with the
Sponsor);
(b)
if you are required to establish a
Westpac Account, you will do all things
necessary to establish a Westpac
Account (including entering into any
account opening documentation
reasonably required by Westpac);
(c)
you will not provide instructions to the
Sponsor that are inconsistent with
these Terms and Conditions, including
in respect of any Securities held in a
Westpac HIN;
(d)
in the case of Cash Collateral, you
will not provide any instructions to
Westpac or seek to withdraw Cash
Collateral from your Westpac Account
other than as permitted by these Terms
and Conditions; and
(e)
any instructions which you give to us in
relation to the Broker buying or selling
Securities will not be inconsistent with
these Terms and Conditions.
44
21. Representations and warranties

21.1 You represent and warrant to us that:
(a)
you have read and understood the
IM and these Terms and Conditions
and have received advice from your
professional financial and taxation
adviser in relation to them;
(b)
we are not acting as a fiduciary or an
adviser to you in respect of TEF;
(c)
subject to clause 21.3, if you are a
Securityholder Borrower, immediately
before transfer to your Westpac HIN,
you were the beneficial owner of the
Secured Property and no one else had
any Encumbrance over or other rights
affecting the Secured Property other
than those agreed to in writing by us;
(d)
under the Mortgage, we will have a first
ranking Mortgage over the Secured
Property;
(e)
you will not trade in any of the
Securities that form part of the Secured
Property except as permitted by these
(f)
the execution, delivery and
performance of these Terms and
Conditions does not violate any existing
Law or any document or agreement to
which you are party or which is binding
upon you or any of your assets;
(g)
you will use each Protected Loan
wholly or predominantly for business
or investment purposes (other than
investment in residential property),
and not for personal, domestic or
household purposes;
(h)
all information given by you is
complete, correct and not misleading
by omission or otherwise;
(i)
you have not relied on any conduct,
statements or representations made
by us or on our behalf in entering into
these Terms and Conditions or any
Security Interest and, in particular,
have not relied on any statements or
representations made in relation to
any Taxes which may be payable or
deductions which may be made by us
as a consequence of, or arising out of,
any of the transactions contemplated
by these Terms and Conditions or any
Security Interest;
(j)
you are not insolvent or bankrupt (as
the case may be) and are able to pay
your debts as and when they become
due;
(k)
you are an Australian resident for
taxation purposes; and
1800 990 107
(l)
no step has been taken to make you

bankrupt, commence winding up
proceedings, appoint controller or
administrator, seize or take possession
of any of your assets, or to make an
arrangement or compromise with any
of your creditors.
21.2 If you are a company, you also represent and
warrant to us that:
(a)
the company is duly incorporated and
has the corporate power to enter into
these Terms and Conditions and any
Security Interest to which it is a party
and to authorise the execution, delivery
and performance of these Terms and
Conditions and any Security Interest to
which it is a party;
(b)
the execution, delivery and
performance of these Terms and
Conditions and any Security Interest to
which it is a party does not violate the
companys constitution or any Law;
and
(c)
it is to the commercial benefit of the
company that it enters into these
Terms and Conditions and any Security
Interest to which it is a party.
21.3 If you are the trustee of a trust, you must
immediately notify us of this status. Even if
you do not do so, unless the context requires
otherwise, a reference in these Terms and
Conditions and any Security Interest to which
you are a party to your transactions, assets,
acts or liabilities of any nature includes your
transactions, assets, acts or liabilities as
trustee of the relevant trust. Where you incur
an obligation, you incur that obligation both in
your own right and in your capacity as trustee,
unless the obligation relates only to an asset
which you hold in your own right and not as
trustee. Your liability as trustee shall be limited
to the amount that you are entitled to be
indemnified by out of the assets of the relevant
trust. This does not limit your liability in your
personal capacity. As trustee of the trust and
in your own right, you represent and warrant
to us that:
(a)
you are validly appointed as the sole
trustee of the trust;
(b)
you have free and full power to enter
into these Terms and Conditions and
any Security Interest to which you are
a party and to carry out all transactions
contemplated by those Terms and
Conditions in your capacity as trustee;
(c)
you are acting in the best interests of,
and for the benefit of, the trust and
its beneficiaries in entering into these

Interest to which you are a party in your

capacity as trustee; and
(d)
you will not effect a change of trustee,
a termination of the trust or a change
to the terms of the trust, in each case
without our prior consent.
21.4 Each representation and warranty set out in
clauses 21.1, 21.2 and 21.3 is made at the
Issue Date and will be repeated on each day
during the Term of any Transaction (or until
all amounts owing by you to Westpac have
been paid) with reference to the facts and
circumstances then subsisting, as if made
on each such day and in entering into any
Transaction with you we have relied on each
representation and warranty given by you.
21.5 You acknowledge that Westpac is not
acting as a fiduciary under these Terms and
Conditions or in relation to any Transaction.
22. Undertakings and acknowledgments
22.1 You give the following undertakings to us:
(a)
you will comply with all Laws and
requirements of every Government
Agency;
(b)
you will promptly notify us in writing
as soon as you become aware
of the occurrence of any event or
circumstance which may detrimentally
alter your status or financial condition;
(c)
you will pay all calls, premiums,
instalments and other moneys which
are payable in respect of the Secured
Property;
(d)
you agree for us to deal with any
Corporate Actions as directed by us
under clause 23; and
(e)
you agree that you will not create,
agree or attempt to create or allow to
exist, any Encumbrance over any part
of the Secured Property or any rights
you have against Westpac or under
these Terms and Conditions in respect
of any part of the Secured Property
(other than in our favour).
22.2 You acknowledge that:
(a)
the Sponsor will promptly pay or
procure the payment of:
(i)
all cash returns on capital;
(ii)
all Special Dividends;
(iii)
all proceeds from the disposal
or relinquishment of rights; and
(iv)
all proceeds in relation to
options or other rights granted
to or granted by you as the
owner of the Securities, received
in respect of the Secured
Property, less any withholding
45
(b)
(c)
tax deductions, to us. We will

deal with these amounts under
clause 23.1;
you will not:
(i)
create, agree or attempt to
create or allow to exist, any
Encumbrance over the Secured
Property (or any part of it) other
than in our favour;
(ii)
sell, redeem, dispose of, or
otherwise deal with, or agree or
attempt to sell, redeem, dispose
of, or otherwise deal with the
Secured Property (or any part
of it) without our prior written
consent;
(iii)
change, agree or attempt to
change the Sponsor or Holder
Identification Number of any of
the Secured Property; or
(iv)
do or permit any act, matter
or thing which may lessen or
impair the efficacy or validity of
any Mortgage over the Secured
Property, or do, knowingly suffer
or be a party or privy to any
act or thing whereby any of the
Secured Property or our interest
in it is or may be impeached,
charged or affected; and
the Sponsor will accept and act on
any direction given in relation to the
Secured Property by us.
23. Corporate Actions

23.1 If a Corporate Action occurs or a proposal to
undertake a Corporate Action is announced
to the ASX, we shall be entitled to take one or
more of the following actions (in each case,
acting in a commercially reasonable manner):
(a)
we may at our discretion determine
that a Transaction must be terminated
early as if we had given you a final Early
Termination Notice. You must pay the
amounts we advise you in writing under
this clause by the date we specify;
(b)
add any bonus issues, security splits,
rights issues or other entitlements to
the Secured Property;
(c)
dispose of or transfer or otherwise
realise any additional financial products
or entitlements received as a result of
the Corporate Action;
(d)
either apply the cash value of any
entitlements or the proceeds of sale of
any financial products or entitlements
(as described in clauses 23.1(b) and
23.1(c) or otherwise) to one or more of
the following:
46
(i)
(e)
(f)
(g)
purchase additional Securities.

These additional Securities
would be added to the existing
Parcel and form part of the
Secured Property. The number
of additional Securities may be
rounded down to the nearest
whole number of Securities that
may be purchased with the
available funds;
(ii)
in the case of a Protected Loan,
repay a portion of the Total
Amount Owing; or
(iii)
pay such amounts to you;
require you to provide additional
Securities (or money to purchase
additional Securities) as advised by us
and the Securities will form part of the
Secured Property;
adjust the parameters of any Option
to a level determined by us to be
reasonable in the circumstances; or
direct debit from your nominated bank
account any amounts due under this
clause 23 as a result of a Corporate
Action.
24. Transfer of Transaction

24.1 You may transfer your rights and obligations
under a Transaction to a transferee acceptable
to us in our absolute discretion by providing
us with a transfer agreement in a form
acceptable to us executed by you and the
proposed transferee.
24.2 Under the transfer agreement:
(a)
you must agree to transfer your rights
to the transferee under these Terms
and Conditions, and the transferee
must agree to accept your rights and
assume your obligations under these
Terms and Conditions and to be bound
by these Terms and Conditions, in
relation to the Transaction including,
as required by us, by assignment of
rights from you to the transferee or by
novation from you to the transferee of
relevant contractual arrangements with
us; and
(b)
the transferee must acknowledge, and
agree to be bound by, the terms of
the Mortgage under these Terms and
Conditions.
24.3 A transfer will only take effect if:
(a)
we are satisfied in our reasonable
opinion that the proposed transferee
can meet the obligations under these
(b)
the proposed transferee meets the
approval criteria (including credit1800 990 107
(c)
(d)
related criteria) that we would

apply to an applicant entering into
a new Transaction with equivalent
characteristics to your Transaction;
unless we agree otherwise, you are not
in Default in relation to the Transaction.
If you are in Default, we may agree to
the transfer with or without additional
conditions applying to you or the
transferee; and
unless we agree otherwise, where you
comprise two or more persons, each
person has agreed to the transfer of
their rights and obligations under these
Terms and Conditions to the transferee.
25. Default
25.1 There will be a Default if:
(a)
any amount payable under these Terms
and Conditions is not paid by its due
date;
(b)
a trustee in bankruptcy or similar officer
is appointed in respect of you or the
Guarantor;
(c)
you or the Guarantor enter into
an arrangement, compromise or
composition with or assignment for the
benefit of creditors or a class of them
(where you are not or the Guarantor is
not, as the case may be, a company);
(d)
we believe on reasonable grounds that
we were induced by fraud to enter
into these Terms and Conditions, any
Transaction or any Security Interest;
(e)
a representation, warranty or statement
made by any person in a document
provided under or in connection with
these Terms and Conditions is not true
in material respect or is misleading
when made or repeated;
(f)
for any reason we are unable to
enforce our rights as mortgagee in
relation to the Secured Property;
(g)
you create or agree or attempt
to create or allow to exist, any
Encumbrance over any part of the
Secured Property or any rights
you have under these Terms and
Conditions in respect of any part of the
Secured Property (other than in our
favour);
(h)
in respect of Executive Options, the
Company fails to transfer the relevant
Securities to your Westpac HIN, within
a reasonable time at the sole discretion
of Westpac;
(i)
where you are or the Guarantor is a
company:
(i)
(ii)
(iii)
(iv)
(v)
(vi)

except for the purpose of

a solvent reconstruction or
amalgamation previously
approved by us, an application
or an order is made,
proceedings are commenced,
a resolution is passed or
proposed in a notice of meeting,
an application to a court or
other steps are taken:
that you will be wound up,
dissolved or an administrator
be appointed; or
that you enter into an
arrangement, compromise
or composition with or
assignment for the benefit
of creditors or a class of
them (other than frivolous
or vexatious applications,
proceedings, notices and
steps);
you or the Guarantor cease,
suspend, or threaten to cease
or suspend the conduct of all or
a substantial part of your or the
Guarantors business or dispose
of or threaten to dispose of a
substantial part of your or the
Guarantors assets;
you or the Guarantor are, or
under legislation are presumed
or taken to be, insolvent (other
than as the result of a failure to
pay a debt or claim the subject
of a good faith dispute);
you or the Guarantor stop or
suspend or threaten to stop
or suspend payment of all or a
class of your or their debts;
a receiver, receiver and
manager, administrative receiver
or similar officer is appointed to
you or the Guarantor or any of
your or their property;
without our prior consent, you
or the Guarantor:
reduce capital (including
a purchase of shares but
excluding a redemption of
redeemable shares);
pass a resolution to reduce
capital or to authorise a
purchase of shares, or a
resolution under chapter 2J
of the Corporations Act or an
equivalent provision, or call a
meeting to consider such a
resolution; or
47

(j)
(k)
(l)
(m)
(n)
(o)
(p)
48
apply to a court to call any

such meeting or to sanction
any such resolution or
reduction;
where you are a trustee of a trust, any
step is taken to wind up or otherwise
dissolve the relevant trust;
where we determine that a Guarantee
and Indemnity must be provided in
connection with a Protected Loan, but
waive delivery of that Guarantee and
Indemnity as a condition to be satisfied
before the Protected Loan is advanced,
and the Guarantor does not satisfy all
of our approval conditions and enter
into a Guarantee and Indemnity, in a
form and substance satisfactory to
us, within 14 days of the advance of
monies under the Protected Loan, or
such other period as we may agree;
any Guarantor breaches any term
of any Guarantee and Indemnity,
or any representation given in any
Guarantee and Indemnity was not true
in a material respect or was materially
misleading when given or repeated;
you purport to remove or seek to
remove the Sponsor as controlling
participant of the Securities in your
Westpac HIN which are the subject of
the Mortgage;
an authorisation which is material to
your or the Guarantors performance
under, or to the validity and
enforceability of, these Terms and
Conditions or any Security Interest, or
to the security of Westpac, is repealed,
revoked or terminated or expires, or
is modified or amended or conditions
are attached to it in a manner
unacceptable to us and is not replaced
by another authorisation acceptable to
Westpac;
any part of the Secured Property is
compulsorily acquired by or by order of
a Government Agency or under Law:
(i)
a Government Agency orders
the sale, vesting or divesting
of any part of the Secured
Property; or
(ii)
a Government Agency takes
a step for the purpose of any
of the above or proposes or
threatens to do any of the
above;
a Law or anything done by a
Government Agency wholly or partially
renders illegal, prevents or restricts the
performance or effectiveness of these
Terms and Conditions or the security of

Westpac; or
(q)
you or the Guarantor, as the case
may be, die, cease to be of full
legal capacity or commit an act of
bankruptcy.
25.2 When there is a Default:
(a)
our obligations under these Terms and
Conditions immediately cease;
(b)
we may at our discretion calculate
the amount owing to us as if we
were calculating the amount for the
purposes of a final Early Termination
Notice, including any Break Costs,
and by notice to you provide that
that amount is immediately due and
payable;
(c)
we may exercise any and all of our
Powers in respect of the Secured
Property and the Proceeds, including
enforcing the Mortgage;
(d)
where the Proceeds are not sufficient
to repay any amount owing to
Westpac, we may exercise any or all of
our Powers:
(i)
to realise any Securities or other
Secured Property; or
(ii)
under any Guarantee and
Indemnity;
(e)
your rights to deal with the Secured
Property in any way immediately cease;
(f)
we shall be entitled to do all acts and
things and exercise all rights, powers
and remedies that you could in relation
to the Secured Property without any
limitation; and
(g)
we can continue to exercise all
other rights under these Terms and
Conditions.
26. Early Maturity Date or Expiry Date
26.1 We may appoint an early Maturity Date or
Expiry Date in respect of any Transaction if:
(a)
because of any change in Law or in
its interpretation or administration it
becomes unlawful or impossible for
us to maintain or give effect to our
obligations under these Terms and
Conditions;
(b)
there is an increase in cost, or there
may be an increase in cost or reduction
in return including return on allocated
capital, as a result of any change in
or the interpretation of an applicable
Law, or from complying with the
direction, policy, request or order of a
Government Agency; or
1800 990 107
(c)
a Market Disruption Event has

occurred and is continuing.
26.2 If we appoint an early Maturity Date or Expiry
Date under clause 26.1, we will notify you in
writing, with such notice to set out:
(a)
the earlier date which we have
appointed as the early Maturity Date or
Expiry Date;
(b)
the alternatives available to you as at
this early Maturity Date or Expiry Date;
(c)
the date and means by which you will
need to notify us of the alternative you
have selected; and
(d)
what action we will take if you do
not notify us of your selection by the
date specified by us, and if you do
not notify us of your selection, you
acknowledge and agree that we will
take all necessary action on your behalf
to give effect to an action referred to
in paragraph (d). For the avoidance of
doubt, we may under paragraph (d)
calculate the amount owing to us as if
we were calculating the amount for the
purposes of a final Early Termination
Notice, including any Break Costs,
and by notice to you provide that
that amount is immediately due and
payable.
27. GST
You, Westpac and the Sponsor agree that:
(a)
unless expressly stated otherwise,
all Payments have been calculated
without regard to GST;
(b)
if the whole or any part of any Payment
is the consideration for a Taxable
Supply, the recipient of the Taxable
Supply must pay to the supplier an
additional amount equal to the GST
Amount. Unless otherwise agreed in
writing, such additional amount is to be
paid on the earlier of:
(i)
the date on which the first
Payment in relation to the
Taxable Supply becomes
payable; and
(ii)
the date five Business Days
after the date on which an
Invoice (as that term is defined
in the GST Law) is issued in
relation to the Taxable Supply;
(c)
if, in relation to a Taxable Supply, an
Adjustment Event occurs that gives
rise to an Adjustment then the GST
Amount will be adjusted accordingly
and where necessary a payment will
be made to reflect that adjustment,
provided however that a refund will only

(d)
(e)
be made to the extent that the supplier

is entitled to a refund or credit from the
Commissioner of Taxation. If a payment
is required, it will be made within five
Business Days of the issue of the
Adjustment Note by the supplier;
if a party is a member of a GST Group,
references to GST for which the party
is liable and to Input Tax Credits to
which the party is entitled include GST
for which the Representative Member
of the GST Group is liable and Input
Tax Credits to which the Representative
Member is entitled; and
your obligation to reimburse Westpac
or the Sponsor for an amount paid or
payable to a third party includes GST
on the amount paid or payable to the
third party except to the extent that
Westpac or the Sponsor are entitled
to an Input Tax Credit for that GST.
Unless notified otherwise by Westpac
or the Sponsor, you must assume that
Westpac or the Sponsor, as the case
may be, are not entitled to any input
tax credit for that GST.
28. Expenses
28.1 You must pay us for all Taxes, costs, charges
and expenses reasonably incurred by us in
connection with or arising out of:
(a)
the stamping, registration, variation
or discharge of these Terms and
Conditions and any Security Interest;
(b)
the drawing, engrossing, execution
and service of any demand or notice
given by us under or pursuant to these
Interest;
(c)
any Default occurring under these
Interest including all enforcement
expenses we reasonably incur or
expend in exercising our rights under
these Terms and Conditions or any
Security Interest; and
(d)
any other transactions contemplated
by these Terms and Conditions and
any Security Interest.
28.2 You acknowledge that all purchases and
sales (including off-market transactions) of
Securities at our direction will incur Brokerage
as set out in the IM.
28.3 You indemnify us against any loss or liability
incurred by us or suffered by us as a result of
any delay or failure by you to pay any Taxes,
costs, charges and expenses.
49

29. The Mortgage
29.1 If we agree to enter into a Transaction with
you (other than a Bought Call Option or
Bought Put Option), the following provisions in
this clause 29 and in clauses 30 and 31 shall
apply.
29.2 You mortgage to us all your right, title and
interest in and to the Secured Property
(including any rights under Executive
Options in your name) corresponding to all
Transactions entered into between Westpac
and you as security for the due and punctual
performance, observance and fulfilment of all
your obligations to us under these Terms and
Conditions and any Security Interest.
29.3 The Mortgage will operate as a first ranking
security and attaches to the Secured
Property:
(a)
in the case of Securities on transfer
to a Westpac HIN or to the Custodian
(or in the case of Securities already
held in your Westpac HIN, on entry of
the details of those Securities in the
Westpac Ledger);
(b)
in the case of Executive Options on
entry of the details of the relevant
Executive Options in the Westpac
Ledger;
(c)
in the case of Cash Collateral on
transfer to a Westpac Account;
(d)
in the case of any Proceeds, any
Entitlements (as that term is defined in
the definition of Secured Property) or
any proceeds (as that term is defined
in paragraphs (a)(iv), b(iv) and (c)(ii) of
the definition of Secured Property)
at the time of those Proceeds,
Entitlements or proceeds coming into
existence; or
(e)
on our agreeing to accept your
nomination of that Secured Property as
Secured Property for the purposes of
the Mortgage.
29.4 You agree that, to the extent permitted by
Law:
(a)
Westpac need not give any notice
under the PPSA (including a notice of a
verification statement);
(b)
Westpac need not comply with
sections 95, 118, 121(4), 125, 130,
132(3)(d) and 132(4) of the PPSA,
or any other provision of the PPSA
notified to you by us; and
(c)
you may not exercise any rights under
sections 142 and 143 of the PPSA.
50
29.5 We may, at your expense, apply for any

registration, or give any notification, in
connection with the Mortgage. You agree not
to make any amendment demand.
29.6 You must:
(a)
carry out on time all your obligations,
observe any restrictions, and do
anything we require in connection with
the property under the Mortgage;
(b)
immediately after becoming aware of
any rights or Entitlements (as that term
is defined in the definition of Secured
Property), provide us with particulars
of them;
(c)
if you become aware of any defect
in your ownership of any Secured
Property, immediately take steps to
rectify it;
(d)
do anything else that is necessary
to maintain the property under the
Mortgage;
(e)
instruct the Sponsor to take up or sell
new rights or Entitlements (as that term
is defined in the definition of Secured
Property) in respect of the Secured
Property if we ask;
(f)
give us a copy of all documents you
receive in connection with the property
under the Mortgage upon request;
(g)
comply with any conditions we attach
to any approvals or consents we give
in connection with the property under
the Mortgage; and
(h)
do anything we reasonably request
to further assure our interest in the
Mortgage.
29.7 You will be liable to pay or reimburse
us on request the amount of any
regulatory or government charges or
Taxes that may be incurred by us in
connection with the Mortgage.
30. Other Mortgage terms
30.1 Upon Default occurring and with no
requirement for notice to be given to you,
all your rights in respect of any Secured
Property will cease and we shall be entitled
to exercise those rights and you shall, at your
own cost and expense, promptly execute
any instrument (including proxies) as we may
require. An amount equal to any ordinary
cash Dividend, rights or any other property
that you may receive as registered holder of
any Secured Property after the receipt of the
notification from us must be paid or delivered
to us and may be applied by us in payment
of the amount owing to us in respect of the
relevant Transaction.
1800 990 107
30.2 If any Securities that form the Secured

Property are held in the form of a Certificate
(as that term is defined in the ASX Settlement
Rules), you agree to the conversion of the
Certificate to a Holding and agree to execute
any transfer form as requested by us. Any
costs incurred by us in respect of this
conversion shall be borne by you.
30.3 Without limiting clause 29.4, in respect of any
Secured Property, the powers conferred on
us, as mortgagee, by Law:
(a)
are in addition to the Powers conferred
by these Terms and Conditions or any
other document or agreement;
(b)
(to the extent permitted by Law) may
be exercised by us immediately at the
time a Default occurs and at any time
subsequently; and
(c)
are excluded or varied only so far as
they are inconsistent with the express
terms of these Terms and Conditions
or any other agreement.
30.4 To the extent permitted by Law, but without
prejudice to any express requirement in these
Terms and Conditions, or any other document
or agreements:
(a)
you dispense with any notice or
lapse of time required by Law before
enforcing the Mortgage or exercising
any Power; and
(b)
without limitation, you agree that:
(i)
Westpac is not required to give
notice to any person before
enforcement or exercise; and
(ii)
where a Law which cannot be
excluded requires a period of
notice to be given but allows
the period to be specified or
changed, that period is one day.
30.5 On the Mortgage becoming enforceable,
we may take any action in relation to the
Securities or Cash Collateral as we think fit.
31. Discharge of Security Interest
31.1 Subject to clause 31.2, we must discharge:
(a)
with regard to a repayment of part of a
Protected Loan under clause 17.1, the
Security Interest in relation to the Parcel
the subject of the repayment in the
proportion that the value of the amount
repaid under clause 17.1 (other than
Break Costs) bears to the amount of
the Protected Loan advanced with
respect to that Parcel;
(b)
with regard to a repayment of a
Protected Loan in full, the entire
Security Interest in relation to the
Parcel when we receive payment in full
of the Total Amount Owing (including

any applicable Break Costs) in relation

to the Protected Loan advanced in
respect of that Parcel; and
(c)
with regard to the satisfaction of all
of your obligations under a Sold Call
Option, Sold Put Option or Collar,
the entire Security Interest in relation
to the Security Collateral or Cash
Collateral (as applicable). To the extent
that the Security Interest in relation
to a Parcel has been discharged in
accordance with this clause 31.1, we
or the Sponsor shall transfer to you
those Securities in relation to which the
Security Interest has been discharged,
or we or the Sponsor shall deal with
such Securities as you direct.
31.2 If:
(a)
we have at any time released or
discharged any Guarantor from their
obligations under any Security Interest
in reliance on a payment, receipt or
other transaction to or in favour of us;
(b)
that payment, receipt or other
transaction is subsequently claimed
by any person to be void, voidable
or capable of being set aside for any
reason, including under a Law relating
to bankruptcy, insolvency or liquidation;
and
(c)
that claim is upheld, conceded or
compromised, then:
(d)
we will immediately become entitled to
all such rights that we had immediately
before that release or discharge;
(e)
the Guarantor must immediately do all
things and execute all documents as
we may reasonably require to restore
all those rights to us; and
(f)
you must indemnify us and keep us
indemnified against all costs, losses
and expenses suffered or incurred
by us as a result of the upholding,
concession or compromise of the
claim.
32. Custodian
32.1 You appoint the Custodian on the
terms set out in these Terms and
Conditions to hold, on your behalf, any
Secured Property that we require to be
held by the Custodian in connection
with any Transaction (including in
the case of a Corporate Action). The
Custodian accepts this appointment.
51

32.2 Subject to the other provisions of these
Terms and Conditions, the Custodian
acknowledges and agrees that:
(a)
you have an absolute, indefeasible
entitlement to the Secured Property as
against the Custodian; and
(b)
the irrevocable directions you give to
the Custodian under these Terms and
Conditions are given by you in exercise
of that entitlement.
32.3 You are presently entitled to all income
of the Secured Property. The Custodian
must pay to you any income derived
from holding the Secured Property
in accordance with these Terms and
Conditions.
32.4 You irrevocably authorise, instruct and
direct the Custodian:
(a)
to act on instructions (including verbal
instructions) in relation to the Secured
Property from a representative of
Westpac;
(b)
to complete and execute all documents
needed to register Secured Property in
the name of the Custodian as directed
by Westpac;
(c)
unless instructed otherwise by
Westpac, to deposit promptly in your
nominated bank account all money that
the Custodian receives on your behalf
(for example, ordinary Dividends);
(d)
when instructed by Westpac, to:
(i)
acquire Secured Property
on behalf of you and as your
custodian on the terms set out
in these Terms and Conditions;
(ii)
settle buy or sell orders placed
by you and approved by
Westpac;
(iii)
transfer on your behalf title to
any Secured Property to any
person nominated by Westpac;
(iv)
on your behalf, redirect any
amount payable to you to any
person nominated by Westpac
by instructing the relevant payer;
and
(v)
exercise voting rights or any
other power, right or remedy
relating to the Secured Property;
and
(e)
without limiting any of the powers
described above and subject to
applicable Law, to do all things
necessary or desirable to give effect to
the Mortgage and Westpacs rights as
mortgagee, as directed by Westpac
under these Terms and Conditions.
52

(a)
the Custodian is not obliged to
participate in any Corporate Action in
respect of any Secured Property;
(b)
the Custodian is under no duty to
enquire as to whether Westpac (as
mortgagee) may validly give any
consent or instruction and you may
not challenge the validity of those
instructions or any action taken by the
Custodian in accordance with those
instructions.
32.6 You and Westpac each acknowledge
that the Custodian may be required
(including under applicable legislation)
to provide information about your
interest in the Secured Property. You
and Westpac each authorise the
Custodian to do this without needing to
notify you or Westpac.
32.7 If Westpac decides to nominate a new
Custodian, you irrevocably authorise
and direct the outgoing Custodian
to do all things necessary to transfer
the Secured Property to the incoming
Custodian.
32.8 You irrevocably authorise the
Custodian to appoint a sub-custodian
to hold the Secured Property and to
give instructions to the sub-custodian.
You also agree that the Custodian
may use an agent, broker or any other
person to perform its obligations under
these Terms and Conditions and
may delegate any of its powers and
authorities to any person.
32.9 Except where otherwise required to
comply with any applicable Law, you
undertake to us:
(a)
not to give any instruction to the
Custodian if that instruction or any
action or omission relating to it would
result in a breach of these Terms and
Conditions; and
(b)
not to call for delivery of the Secured
Property by the Custodian until you
have satisfied all of your obligations
under these Terms and Conditions in
respect of the relevant Transaction to
which that Secured Property relates.
32.10 If an ordinary Dividend is paid in
respect of any Securities the subject
of a Transaction, then provided you
have complied with your obligations
under these Terms and Conditions and
there is no Default, we will release the
Mortgage in respect of the ordinary
Dividend and we direct the Custodian
to pay the ordinary Dividend to you.
1800 990 107
33.
Acknowledgements regarding Sponsor

(a)
the Sponsor is authorised to control
Holdings in accordance with the Rules;
(b)
the Sponsor is the holder of an
Australian financial services licence
under the Corporations Act, the terms
of which authorise the Sponsor to deal
in financial products (as defined in the
Corporations Act); and
(c)
you will be required under the Rules
to enter into a sponsorship agreement
with the Sponsor in connection with
any Securities which may from time
to time be subject to these Terms and
Conditions.
33.2 You acknowledge that the Sponsor
will not take any action at your or the
Custodians direction which is not
authorised by us. Without limiting this,
you acknowledge that the Sponsor
is not allowed to comply with any
instructions in relation to the Secured
Property without our consent, and
the Sponsor must comply with any
instructions we give the Sponsor in
relation to the Secured Property.
(a)
the only Securities which may be
held in your Westpac HIN are those
intended by you and Westpac to be
subject to the Mortgage;
(b)
you shall provide to the Sponsor
all information and supporting
documentation which is reasonably
required to permit the Sponsor
to comply with the registration
requirements, as are in force from time
to time, under the ASX Settlement
Operating Rules; and
(c)
your rights in respect of Securities held
in a Westpac HIN are subject to our
rights under the Security Interest. In the
event of any inconsistency between
your instructions to the Sponsor and
the rights which we seek to exercise
as mortgagee, our rights as mortgagee
shall prevail.
34.2 Subject to any relevant Law:

(a)
we may, in exercising the powers under
clause 34.1, disclose to any person;
and
(b)
we and the Sponsor may disclose to
each other, information about you, the
Secured Property, these Terms and
Conditions or any Security Interest.
34.3 You will on demand by us (at your entire
cost and expense) perform all such acts and
execute all such agreements, assurances
and other documents and instruments as we
reasonably require to perfect or improve any
of our rights and Powers afforded, created,
or intended to be afforded or created, by
these Terms and Conditions and any Security
Interest.
34.4 None of these Terms and Conditions nor any
of the Powers will merge or prejudicially affect
or be merged in or be prejudicially affected
by your obligations under these Terms and
Conditions or any Security Interest to which
you are a party and will not in any way be
abrogated or released by any other security,
any judgment or order, any contract, any
cause of action or remedy, or any other matter
or thing at any time existing in respect of any
Protected Loan.
34.5 A certificate which has been signed and dated
by or on behalf of us is sufficient evidence
of any fact or matter stated in the certificate,
including:
(a)
the features of any Transaction;
(b)
that a Default has occurred; and
(c)
the amount owing under any
Transaction.
34.6 Each Power is cumulative and is in addition to
each other Power available to us.
34.7 A waiver by us will only be effective if it is in
writing signed by at least two of our officers.
34.8 Where any act, matter or thing in these
Terms and Conditions or any Security Interest
depends on our consent or approval then that
consent or approval may be given or withheld
in our absolute and unfettered discretion and
may be given subject to such conditions as
we think fit.
34. Miscellaneous
34.1 We can assign or transfer to any person, and
can deal in any manner with and disclose any
information with regard to any right, obligation
or interest under these Terms and Conditions
and any Security Interest. If we choose, we
can do this by novation (meaning that a
new contract is formed with a third party
substituted for us).
53

34.9 Unless expressly stated otherwise in any
agreement, where any calculation, event or
action is to occur on a particular day under
these Terms and Conditions, if that day is not
a Business Day, then that calculation, event
or action shall be taken to have occurred
on the immediately preceding Business Day
(other than in the case of an American Option,
exercised prior to the Expiry Date, in which
case the American Option will be taken to
have been exercised on the next Business
Day after the day of its exercise).
34.10 These Terms and Conditions and any Security
Interest are to be read and interpreted as
consistent with all Laws and if any provision
of these Terms and Conditions or Security
Interest is invalid or unenforceable in whole or
in part, the rest of these Terms and Conditions
or Security Interest (as the case may be) will
remain valid and enforceable.
35. Calculation provisions
35.1 Unless expressly provided for in these
Terms and Conditions, we shall make all
determinations and calculations required
under these Terms and Conditions. Our
calculations and determinations under these
Terms and Conditions must be made in
accordance with these Terms and Conditions
and in a commercially reasonable manner.
35.2 We may amend any calculation or
determination (or make appropriate alternative
arrangements by way of adjustment) which
we perform under these Terms and Conditions
without prior notice but must notify you after
doing so.
35.3 Each calculation we make under these Terms
and Conditions is, in the absence of manifest
or proven error, final and binding on you.
35.4 Where we consider it is appropriate, for the
purposes of any calculations required under
these Terms and Conditions:
(a)
all percentages resulting from the
calculations must be rounded,
if necessary, to the nearest one
hundredth of a percentage point (with
0.005 per cent being rounded up to
0.01 per cent.);
(b)
amounts in Australian dollars will be
rounded to the nearest cent; and
(c)
all other figures will be rounded to
4 decimal places (with halves being
rounded up).
54
36. Notices
36.1 All notices to be sent to us should be sent by
post, facsimile or email to:
Westpac Structured Investments
GPO Box 3297
Sydney NSW 2001
Facsimile: 02 9274 5083
Email: structured.investments@westpac.com.
au
36.2 Unless otherwise agreed or stated in these
Terms and Conditions or any Security Interest,
all notices and other communications to or by
a party to these Terms and Conditions or the
Security Interest:
(a)
must be in writing and signed by
you (as required by these Terms and
Conditions or Security Interest), or if
you are a company, then by a director
or secretary, or otherwise, by other
duly appointed authorised officer of the
sender;
(b)
will be taken to have been given or
made when delivered, received or left
at the address or fax number of the
recipient shown in the Application Form
or to any address or fax number which
it may have notified the sender but, if
delivery or receipt is not on a Business
Day or the communication is sent
later than 4:00 pm (at the place of the
sender), it will be taken to have been
given or made at the commencement
of business on the next Business Day.
36.3 Unless any applicable law or code of conduct
provides otherwise, we may give you a notice
by:
(a)
electronic communication to a device,
electronic equipment or electronic
address nominated by you; or
(b)
displaying information at www.
westpac.com.au/structuredinvestments
after notifying you by electronic
communication that the information is
available on the website.

You may at any time vary the device,
electronic equipment or electronic address
you have nominated, or you may terminate
your agreement to us notifying us by either
or both of the electronic communication
methods above.
37. Amendment
37.1 Subject to clauses 34.1 and 37.2, or to the
extent expressly stated otherwise in these
Terms and Conditions, these Terms and
Conditions may be amended only by an
agreement executed by all parties.
1800 990 107
37.2 We may do the following without your

consent:
(a)
introduce any new fee or charge or
increase a fee or charge that applies
to you, other than a government
charge. We will always let you know
if we intend to do this and provide
the basis for the new fee or charge or
increased fee or charge. The notice
will be sent to your address shown on
our records at least 30 days before the
change comes into effect. However,
such notice will not be given where you
cannot reasonably be located;
(b)
change the default rate of interest
under clause 16.5 at any time. This
rate is, at the date of these Terms and
Conditions, calculated by reference to
the Reserve Bank of Australia Cash
Rate. Accordingly it will change in line
with changes in the Reserve Bank
of Australia Cash Rate. We will not
notify you of those changes. Subject
to our obligations under the Code of
Banking Practice, we may also change
the way the default rate of interest
is calculated (for example we may
change the margin above the Reserve
Bank of Australia Cash Rate which
applies) at any time, but if we do so,
we will notify you before the change
becomes effective by placing a notice
in a major newspaper, or by writing to
you in advance of the day on which the
change comes into effect;
(c)
make any other variation to an existing
fee or pass on to you a new or varied
government charge that directly or
indirectly affects you. If this happens,
we will notify you by placing a notice
in a major newspaper, or by writing to
you, in advance of the day on which
the change comes into effect;
(d)
change the method by which interest is
calculated or the frequency with which
interest is debited or credited. If this
happens, notice will be sent to your
address shown on our records at least
30 days before the change comes into
effect. However, such notice will not be
given where you cannot reasonably be
located; and
(e)
change any other term of these Terms
and Conditions if we determine that it
is necessary or desirable to do so to
correct a manifest error or to reflect
an adjustment to our systems. Notice
of the change will be sent to your
address shown on our records at least
30 days before the change comes into

effect. However, such notice will not be
given where you cannot reasonably be
located. Advance notice may not be
given when a change is necessitated
by an immediate need to restore or
maintain the security of our systems or
of individual accounts.
37.3 We may also notify you of any of the types of
changes referred to in clause 37.2 either by:
(a)
electronic communication to a device,
electronic equipment or electronic
address you nominate; or
(b)
making particulars of such changes
available at our website www.westpac.
com.au/structuredinvestments, and
notifying you by email that the changes
are available there, provided you have
agreed to us doing so. You may, at
any time, vary the device, electronic
equipment or electronic address you
have nominated, or you may terminate
your agreement to us notifying us
by either or both of the electronic
communication methods mentioned.
38.

Code of Banking Practice

If you are an individual or a small business as
defined in the Code of Banking Practice (the
Code), each relevant provision of the Code
will apply to the banking services we provide
to you under the Westpac TEF to the extent
specified in the Code.
39. Counterparts

These Terms and Conditions may be
executed in any number of counterparts. All
counterparts taken together will be taken to
constitute one agreement.
40.

Governing law
These Terms and Conditions and the
Mortgage are governed by the laws of New
South Wales. You submit to the non-exclusive
jurisdiction of courts exercising jurisdiction of
that State.
41.
General interpretation
In these Terms and Conditions:
(a)
terms defined in the Glossary in section
6 of the IM have the same meaning in
these Terms and Conditions;
(b)
the singular includes the plural and
conversely;
(c)
a gender includes all genders;
(d)
where a word or phrase is defined,
its other grammatical forms have a
corresponding meaning;
55

(e)
(f)
(g)
(h)
(i)
(j)
(k)
(l)
(m)
(n)
56
a reference to a person includes a

body corporate, an unincorporated
body or other entity and conversely;
a reference to a clause is to a clause of
these Terms and Conditions;
a reference to any party to these Terms
and Conditions or any other agreement
or document includes the partys
successors and permitted assigns;
a reference to any agreement or
document is to that agreement or
document as amended, novated,
supplemented, varied or replaced
from time to time, except to the
extent prohibited by these Terms and
Conditions;
a reference to any legislation or to any
provision of any legislation includes
any modification or re-enactment of
it, any legislative provision substituted
for it and all regulations and statutory
instruments issued under it;
a reference to dollars or $ is to
Australian currency;
a reference to conduct includes
any omission and any statement or
undertaking, whether or not in writing;
a reference to writing includes a
facsimile transmission and any means
of reproducing words in a tangible and
permanently visible form;
mentioning anything after include,
includes or including does not limit
what else might be included; and
references to any person (including
you, a Guarantor or Westpac) include
the person and the successors in title,
transferees or executors of the person.
1800 990 107
6. Glossary
Address in relation to us means the address
referred to in clause 36.1 of the Terms and
Conditions.
Adjustment has the meaning given to that term by
the GST Law.
Adjustment Event has the meaning given to that
term by the GST Law.
Adjustment Note has the meaning given to that
term by the GST Law.
American Option means an Option which can be
exercised from the Issue Date to the Expiry Time on
the Expiry Date (inclusive).
Application Form means the application form for
TEF that accompanies this IM.
ASX means ASX Limited ABN 98 008 624 691
and where the context requires means the market
operated by ASX.
ASX Clear means ASX Clear Pty Limited ABN 48
001 314 503.
ASX Settlement means ASX Settlement Pty Limited
ABN 49 008 504 532.
ASX Settlement Operating Rules means the ASX
Settlement Operating Rules issued by ASX.
Bought Call Option means an option under which,
in consideration for payment of the Premium by
you, Westpac grants to you the right, but not the
obligation, to purchase each Security in the Parcel
at the Strike Price on the terms set out in the
relevant Confirmation.
Bought Put Option means an option under which,
you, Westpac grants to you the right, but not the
obligation, to sell each Security in the Parcel at the
Strike Price on the terms set out in the relevant
Confirmation.
Cap Price means, in respect of a Collar, the price

per Security specified in the relevant Confirmation.
Cash Collateral means, where you have entered
into a Sold Put Option, a cash amount equal to the
Strike Price multiplied by the number of Securities
in the Parcel, which must be paid into your Westpac
Account on or before the Business Day after the
Issue Date as collateral for the Sold Put Option.
Cash Settlement means the settlement of an
Option on exercise by the payment of an amount
of money reflecting the economic value of the net
delivery obligations of the parties, rather than by a
transfer of Securities, as described in clause 10.3 of
the Terms and Conditions.
Chi-X Australia means Chi-X Australia Pty Ltd ABN
47 129 584 667.
Company means, in respect of Executive Options,
the company which issued the Executive Options.
Collar means an option under which Westpac
makes an irrevocable offer to buy each Security in
the Parcel from you at the Floor Price (if the Expiry
Price is less than the Floor Price) or Cap Price (if the
Expiry Price is greater than the Cap Price) on the
terms set out in the relevant Confirmation.
Confirmation means any confirmation which
Westpac provides to you in relation to a Transaction.
Controlling Participant has the meaning given to it
in the ASX Settlement Operating Rules.
Corporate Action means, in respect of a
Transaction:
(a)
(b)
Break Costs means the break costs payable to us

in connection with the early termination of all or part
of a Transaction, as set out in clause 18 of the Terms
and Conditions.
Broker means Australian Investment Exchange
Limited (trading as AUSIEX) ABN 71 076 515 930 or
any other broker nominated by us from time to time.
Brokerage means the fees associated with any
transaction to buy or sell Securities, payable to the
Broker.
(c)
Business or Investment Purposes means

business or investment purposes (other than
investment in residential property) and not personal,
domestic or household purposes.
Business Day means a day other than a Saturday
or Sunday on which banks are open for business in
New South Wales.
(d)
any Securities underlying the Transaction are

bought back by the issuer of the Securities
under a buy-back scheme;
the issuer of the Securities is:
(i)
subject to a takeover, merger,
demerger or reconstruction or a
proposed takeover, merger, demerger
or reconstruction;
(ii)
proposing to issue bonus securities or
rights;
(iii)
proposing a security split; or
(iv)
proposing to consolidate, enter into
a scheme of arrangement or other
arrangement under which any rights to
the Securities vest or accrue;
the issuer of the Securities makes or proposes
to make a reduction of capital or make any
other distribution to its securityholders where
that distribution is likely to have an effect on
the value or price of the Securities;
the Securities are removed or withdrawn from
quotation on the ASX or suspended from
quotation on the ASX;
Call Option means a Bought Call Option or a Sold

Call Option (as applicable).

57
6. Glossary (Continued)
(e)
the issuer of the Securities makes or declares

a special dividend with respect to the
Securities;
(f)
anything happens which is not referred to in
paragraphs (a) to (e) above, and which is a
Corporate Action within the meaning given
to that expression in the ASX Settlement
Operating Rules;
(g)
any event occurs which Westpac determines
to be similar in effect to anything referred to in
paragraphs (a) to (f); or
(h)
any other action or proposal is taken or made
by the issuer of the Securities or by a third
party with respect to the Securities underlying
a Transaction which Westpac determines at
its discretion is likely to reduce the value of the
Securities.
Corporations Act means the Corporations Act
2001 (Cth).
Custodian means Net Nominees Limited ACN 090
122 375 or any other custodian nominated by us
from time to time.
Floor Price means, in respect of a Collar, the price

per Security specified in the relevant Confirmation.
Force Majeure Event means any event beyond
our reasonable control including, but not limited to,
any change to any Rules, breakdown or failure of
communication or computer facilities, acts of war
or of God, civil strife or terrorism, postal or other
strikes or similar industrial action, and the failure
of any relevant exchange, clearing or depository
system and/or broker for any reason to perform its
obligations.
Government Agency means any government or
any governmental, semi-governmental or judicial
entity or authority. It also includes any self-regulatory
organisation established under statute or any
securities exchange.
GST means the goods and services tax as imposed
by the GST Law together with any related interest,
penalties, fines or other charge.
Deal Sheet means the document provided to you

by Westpac setting out the indicative terms of a
Transaction.
GST Amount means in relation to a Taxable Supply

the amount of GST for which the supplier is liable in
respect of the Taxable Supply taking into account
any additional consideration payable pursuant to the
GST provisions of the Terms and Conditions.
Default means each of the events set out or referred

to in section 25.1 of the Terms and Conditions.
GST Group has the meaning given to that term by

the GST Law.
Dividend means, in relation to Securities which

are shares, a dividend, and in relation to Securities
which are units, a distribution of income or gains.
GST Law has the meaning given to that term in

A New Tax System (Goods and Services Tax) Act
1999 (Cth), or, if that Act does not exist for any
reason, means any Act imposing or relating to the
imposition or administration of a goods and services
tax in Australia and any regulation made under that
Act.
Early Termination Notice means a notice

containing indicative terms provided by us to you
upon receipt of notice of your intention to terminate
a Transaction early.
Encumbrance means any mortgage, charge,
pledge, lien, encumbrance or other security interest
as defined in the PPSA.
European Option means an Option which can only
be exercised on the Expiry Date.
Executive Option means a call option over shares
in a Company issued by the Company to an
employee or director of the Company or a related
body corporate of the Company, which has vested
and is presently exercisable by the employee.
Exercise Notice means a notice in the form which
is available by contacting the TEF Investor Relations
team on 1800 990 107, or in any other form
acceptable to Westpac.
Expiry or Expiry Date means in relation to an
Option, the date which is specified as the end date
of the Option as set out in the Confirmation.
Expiry Price means the ASX closing price of a
Security on the Expiry Date, and if no closing price
is available on the Expiry Date, the price determined
by Westpac, acting reasonably.
58
Expiry Time means 12noon on the Expiry Date.
Guarantee and Indemnity means any guarantee

and/or indemnity given or to be given by a Guarantor
to support the performance of your obligations
under the Terms and Conditions.
Guarantor means each entity (if any) which under a
guarantee and/or an indemnity given in connection
with the Terms and Conditions guarantees and/
or indemnifies in favour of us, your payment and
performance obligations and, unless the Guarantor
is you, your obligations, under the Terms and
Conditions.
Holder Identification Number has the meaning
given to the term HIN in the ASX Settlement
Operating Rules.
Holding has the meaning given to it under the ASX
Settlement Operating Rules.
IM or Information Memorandum means this
Information Memorandum.
Input Tax Credit has the meaning given to that term
by the GST Law.
1800 990 107
Interest Period means a period for which interest

on the Protected Loan is calculated, which is set by
Westpac generally according to the following:
(a)
the first Interest Period commences 3

Business Days after the Issue Date and ends
on the Maturity Date, unless the Maturity Date
occurs more than a year after the Issue Date,
in which case the first Interest Period ends on
the Business Day prior to the first anniversary
of the Issue Date; and
(b)
each subsequent Interest Period commences
on the day after the last Business Day of the
prior Interest Period and ends on the earlier of
the Business Day prior to the next anniversary
of the Issue Date, and the Maturity Date.
In-The-Money means a situation where, in respect
of:
(a)
a Call Option the Expiry Price is greater than

the Strike Price;
(b)
a Put Option the Expiry Price is less than the
Strike Price; or
(c)
a Collar the Expiry Price is either less than
the Floor Price, or greater than the Cap Price.
Issue Date means the date specified as the Issue
Date in the Confirmation for a Transaction.
Law means common law, principles of equity and
any enactment, proclamation, by-law or regulation
passed by any governmental body or authority and
includes:
(a)
any amendments, consolidations or

replacements of them; and
(b)
all orders, ordinances, regulations, rules and
by-laws made under them.
Loan Establishment Fee means, in respect of a
Protected Loan, a fee in an amount as set out in the
Confirmation for that Protected Loan (which may be
zero).
Loan Put Option means a Bought Put Option that
must be acquired in conjunction with a Protected
Loan, as discussed in clause 12 of the Terms and
Conditions.
Market Disruption Event means the occurrence
or existence of any of the following events, in the
determination of Westpac:
(a)
(b)
the suspension or material limitation of trading

in, or cessation in quotation of any of the
Securities, in securities generally on a market
on which the securities are traded, or in
trading in options contracts over the Securities
on a financial market;
if for any reason we are unable to acquire,
establish, re-establish, substitute, maintain,
unwind or dispose of any transaction(s) or
asset(s) we deem necessary to hedge our
exposure or position;
(c)
we are likely to incur a material increase in

costs, expenses, fees, tax or duty as a result
of holding or continuing to hold a hedging
position to hedge our exposure;
(d)
a Force Majeure Event; or
(e)
any other event, circumstance or condition
that we reasonably determine in our absolute
discretion is a Market Disruption Event.
For the purposes of this definition, matters of
materiality are to be determined in our absolute
discretion, acting reasonably.
Maturity or Maturity Date means, in relation to a
Protected Loan, the date which is specified in the
Confirmation as the Maturity Date.
Mortgage means the Mortgage granted by you in
favour of Westpac under clause 29 of the Terms and
Conditions.
Notional Value means, in respect of an Option, the
number of Securities in the Parcel for that Option
multiplied by the Strike Price (or, in the case of a
Collar, the Floor Price) for that Option.
Option means a Call Option, a Put Option or a
Collar.
Out-Of-The-Money means, in respect of:
(a)
a Call Option the Expiry Price is less than or

equal to the Strike Price;
(b)
a Put Option the Expiry Price is greater than
or equal to the Strike Price; and
(c)
a Collar the Expiry Price is greater than or
equal to the Floor Price but less than or equal
to the Cap Price.
Parcel means in respect of:
(a)
an Option all of the Securities in the same

class issued by the same listed entity and
with the same characteristics underlying that
Option; and
(b)
a Protected Loan all of the Securities in the
same class issued by the same listed entity
and with the same characteristics forming the
Secured Property in respect of that Protected
Loan.
Securities can only form part of a Parcel if they are
identical to each other.
Participant has the meaning given to it under the
ASX Settlement Operating Rules.
Payment means any amount payable under, by
reference to, or in connection with the Terms and
Conditions including, without limitation, the provision
of any non-monetary consideration and any amount
dealt with by way of set off.
Physical Settlement means the settlement of an
Option on exercise by the transfer of Securities,
as described in clause 10.2 of the Terms and
Conditions.
59
Power means any right, power, authority, discretion,
remedy or privilege conferred on us by the Terms
and Conditions, any Security Interest or any Law
and includes the power to:
Secured Property means:

(a)
(a)
take possession or control of or make use of

the Secured Property and/or the Proceeds or
relinquish such possession or control;
(b)
sell, convert, liquidate and reduce the Secured
Property into money;
(c)
register us or our nominee as the holder of
all or any Securities comprising the Secured
Property;
(d)
appoint a receiver in respect of the Secured
Property and/or the Proceeds on such terms
as we think fit;
(e)
receive all Dividends, interest, income and
other money payable on the Secured Property
and/or the Proceeds; and
(f)
institute, conduct or defend, or make any
settlement, arrangement or compromise in
respect of any proceedings in law, equity or
bankruptcy in connection with the Secured
Property and/or the Proceeds or otherwise.
PPSA means the Personal Property Security Act
2009 (Cth).
Premium means, in respect of an Option, the
amount specified as the Premium in the relevant
Confirmation.
Proceeds means the proceeds of realisation of any
of the Secured Property net of applicable taxes on
the sale and fees or expenses incurred in the sale.
Protected Loan means a loan advanced by
Westpac to you as described in Part C of the Terms
and Conditions.
Protected Loan Amount means, in respect of
a Protected Loan, the amount specified in the
Confirmation as the Protected Loan Amount, being
the principal advanced under a Protected Loan.
Put Option means either a Bought Put Option or a
Sold Put Option (as applicable).
Representative Member has the meaning given to
that term by the GST Law.
Rules means the ASX Operating Rules, ASX Clear
Operating Rules, ASX Settlement Operating Rules,
the Chi-X Australia Operating Rules, the ASIC
Market Integrity Rules (ASX Market), the ASIC
Market Integrity Rules (Chi-X Australia Market) and
the ASIC Market Integrity Rules (Competition in
Exchange Markets), the customs and usages of
ASX, ASX Clear, ASX Settlement and Chi-X Australia
and any associated procedures, and ASIC policy in
respect of Australian financial markets.
60
(b)
in respect of a Protected Loan, other than a

Protected Loan used to fund the exercise of
Executive Options all your present and future
right, title and interest in and to:
(i)
any Securities acquired with the
proceeds of a Protected Loan;
(ii)
in the case of a Securityholder
Borrower, any Securities you nominate
and transfer to your Westpac HIN (if
the Securities are not already held in
your Westpac HIN) as security for us in
advancing a Protected Loan;
(iii)
all Special Dividends, cash returns of
capital, bonus securities, rights issues,
options, warrants, notes, securities
and other instruments of any kind and
all allotments, rights, offers, benefits
and advantages now or subsequently
made, accruing, granted, issued or
otherwise arising or distributed in
connection with, in substitution for,
in addition to, or in exchange for the
Securities referred to in paragraphs
(a)(i) and (a)(ii) (Entitlements), whether
or not the Sponsor is the Controlling
Participant in respect of any Securities
forming part of the Entitlements; and
(iv)
all proceeds (as defined in the PPSA)
of any Securities set out in paragraph
(a)(i) or (a)(ii) and all proceeds
(as defined in the PPSA) of any
Entitlements set out in paragraph (a)(iii);
in respect of a Protected Loan used to fund
the exercise of Executive Options:
(i)
all your present and future right, title
and interest in and to the Executive
Options;
(ii)
all your present and future right, title
and interest in respect of any Securities
received on exercise of the Executive
Options;
(iii)
Securities referred to in paragraphs (b)
(ii) (Entitlements), whether or not the
Sponsor is the Controlling Participant in
respect of any Securities forming part
of the Entitlements; and
1800 990 107
(iv)

of any Securities set out in paragraph
(b)(ii) and all proceeds (as defined in
the PPSA) of any Entitlements set out
in paragraph (b)(iii);
(c)
in respect of an Option any Cash Collateral
or Security Collateral in respect of that Option,
and in the case of Security Collateral, includes
all your present and future right, title and
interest in and to:
(i)
Securities constituting the Security
Collateral (Entitlements), whether or
not the Sponsor is the Controlling
Participant in respect of any Securities
forming part of the Entitlements; and
(ii)
of any Securities constituting the
Security Collateral and all proceeds
(as defined in the PPSA) of any
Entitlements set out in paragraph (c)(i).
Security means:
(a)
(b)
a share or a unit; and

any other security, which Westpac determines
at its absolute discretion is a Security for the
purposes of TEF.
Security Collateral means, where you have
entered into a Sold Call Option or a Collar, a number
of underlying Securities equal to the number of
Securities in the Parcel for the Option, which must
be transferred to your Westpac HIN on or before the
Business Day after the Issue Date as collateral for
the Option and made subject to the Mortgage.
Securityholder Application means a TEF
application made by a Securityholder Borrower.
Securityholder Borrower means a borrower under
a Protected Loan who delivers Securities to the
Sponsor in consideration for Westpac advancing a
Protected Loan to the borrower under clause 3 of
the Terms and Conditions.
Security Interest means any Guarantee and
Indemnity and any Mortgage.
Sold Call Option means an option under which,

Westpac, you grant to Westpac the right, but not
the obligation, to purchase each Security in the
Parcel at the Strike Price on the terms set out in the
Sold Put Option means an option under which,
Westpac, you grant to Westpac the right, but not
the obligation, to sell each Security in the Parcel at
the Strike Price on the terms set out in the relevant
Confirmation.
Special Dividend is a Dividend that is special or
abnormal and includes a Dividend that:
(a)
is described by the entity that pays the

Dividend as special, extraordinary, abnormal,
extra or additional;
(b)
forms part of a scheme of arrangement or
takeover consideration;
(c)
forms part of a special distribution involving a
return of capital;
(d)
is paid on a demerger; or
(e)
is characterised by ASX as a special Dividend.
Sponsor means Australian Investment Exchange
Limited (trading as AUSIEX) ABN 71 076 515 930 or
any other participant of ASX Settlement nominated
by us in writing from time to time.
Strike Price means, in respect of an Option other
than a Collar, the price per Security specified in the
Taxable Supply has the meaning given to that term
by the GST Law.
Taxes means all income tax, GST, stamp duty,
debits tax and other taxes, levies, imposts,
deductions, charges and withholding plus interest,
fines and penalties, if any, and charges, fees or
other amounts made on or in respect of those taxes.
TEF means the BT Tailored Equities Facility offered
under this IM.
Term means:
(a)
in respect of an Option, the period from the

Issue Date to the Settlement Date (inclusive);
and
(b)
in respect of a Protected Loan, the period
from the Issue Date to the Maturity Date
(inclusive).
Terms and Conditions means the terms and
conditions contained in section 5 of this IM.
Settlement Date means, in respect of an Option,

the date on which obligations must be settled if the
Option is exercised, being the date three Business
Days after the date of exercise.
61
Total Amount Owing in respect of a Protected
Loan at any time means the amount equal to:
(a)
the balance of that Protected Loan at that

time;
(b)
all accrued and unpaid interest on the
Protected Loan;
(c)
any unpaid Break Costs or any other unpaid
fee or charge payable under the Terms and
Conditions in relation to the Protected Loan;
(d)
any withholding tax amount that is owed by
you to us in connection with the Protected
Loan;
(e)
any government charges or Taxes payable
by us (which may include charges for release
of the Mortgage) on any repayment of the
Protected Loan; and
(f)
any amount payable under the indemnities set
out in the Terms and Conditions (if applicable).
Transaction means an Option, a Protected Loan, or
both, as the context requires.
Westpac, we and us means Westpac Banking
Corporation ABN 33 007 457 141.
Westpac Account means a Westpac term deposit
or other Westpac bank deposit account acceptable
to Westpac in its sole discretion.
Westpac HIN means a Holding (within the meaning
of the ASX Settlement Operating Rules) identified by
a Holder Identification Number in your name, under
the control of the Sponsor, in which Securities are
held under the Terms and Conditions and subject to
the Mortgage.
Westpac Ledger means a record, which may be
in electronic form, kept by Westpac in respect of
TEF described as the BT Tailored Equities Facility
Ledger.
you means the person who has entered into a
Transaction with Westpac.
62
1800 990 107
BT Tailored Equities Facility (TEF)

Application Form
8 April 2013
Complete this form using black pen print in clear CAPITAL LETTERS
Before completing this Application Form
Please carefully read the Information Memorandum for TEF dated 8 April 2013 (including the Terms and Conditions in section 5) (IM)
issued by Westpac Banking Corporation ABN 33 007 457 141, AFSL 233714. By completing this Application Form you declare that you
have read the IM.
If you wish to apply to buy and/or sell Options you must review and complete sections B, C, D, E, F and J (if applicable).
If you wish to apply for a Protected Loan you must review and complete sections B, C, D, E, F, G, H, I and J (if applicable).
Please also review the list of required supporting documents you may need to provide when you submit your application. All applicants
must be Australian residents.
Please send completed Application Forms and all supporting documentation to:
Westpac Structured Investments
GPO Box 3297
Sydney
NSW 2001
Your Application Form should:
have been provided to you with the IM, and not separately;
be stamped by your stockbroker or investment adviser (if applicable); and
be returned with the necessary supporting documents, as listed in the checklist.
Words used in this Application Form that are defined in the IM have the meaning given in the Glossary contained in section 6 of the IM,
unless the context otherwise requires.
BTF14257-0313jj
Page 1 of 20
(to be completed by financial advisers only)

Adviser name
Planner code (If applicable)
Adviser signature
Date (dd/mm/yy)
Dealer group
Adviser name (please print)

AFSL number (mandatory)
Adviser stamp
Company name
Street address
State
Postcode
Country, if not Australia

Work phone number
(
Mobile phone number
B Applicant details
Fax number
(
Email address
Adviser Undertaking
I confirm that:
1. I hold, or I am an authorised representative of an entity that holds,
a current Australian financial services licence and that no
application has been made or is pending to vary, amend or remove
this licence;
2. I am an employee of Westpac Banking Corporation ABN 33 007
457 141, AFSL 233714 (Westpac) or I am an authorised
representative of an entity that has entered into a distribution
agreement with Westpac;
3. I hold, or I am an authorised representative of an entity that holds,
all appropriate licences and authorities and I am accredited to
sell the financial product described in the IM;
4. I am entitled to receive the commission payable to licensed
financial planners or brokers if this application is approved by
Westpac and I have disclosed any commissions I may receive in
the statement of advice provided to each Investor named in this
Application Form (Investor);
5. I have not held myself out to any Investor(s) unless I am entitled
to do so by law, as being a representative of Westpac or any
member of the Westpac Group;
6. I have not misrepresented any financial product or other product
described in the IM or misled the Investor(s) and I have acted
honestly, responsibly and lawfully in providing the financial
products and services described in and associated with this
Application Form;
BTF14257-0313jj
Please complete your details below

The information provided by you in this Application Form is required
to process your application, to administer any Transaction and to
ensure compliance with relevant anti-money laundering and counterterrorism financing. If you do not provide all of the information required
in this Application Form, your application may not be processed.
Please ensure that all names and details provided in this Application
Form exactly match those on your bank account, securityholdings,
Executive Options and margin loans (as the case may be).
Applicant entity type
Individual(s)
Sole trader
Trust Individual as trustee
Company
Trust Company as trustee
B1 Applicant 1/Director 1/Individual Trustee 1

Title
Mr
Mrs
Miss
Ms
Dr
Other
Surname
Full given name(s)
Date of birth (dd/mm/yyyy)
Drivers licence number
Page 2 of 20
State of issue
7. I certify that the information provided about the Investor is

consistent with my understanding of the Investors financial
position;
8. I have no reason to believe the Investors Credit Purpose Declaration
(if applicable) is incorrect; and
9. I have, on behalf of Westpac provided the Investor(s) with the
current IM in relation to this facility.
A Adviser details
Marital status
Single
Married
Divorced
Widowed
De facto
Principal place of business if different from residential address (PO

Box is not acceptable)
Number of dependants
State
Residential address (PO Box is not acceptable)
Postcode

Mailing address (if different to residential address)
State
Postcode

State
Home phone number

(
Mobile phone number
Present employer (if self employed use trading name)
Email address
Length of current employment

Months
Years
Time at residential address

Months
Years
Employment status
Residential status
Home owner with mortgage
Home owner without mortgage
Live with relatives/parents
Rent/board
Other (specify)
Full time
State

Time at previous residential address
Months
Years
Sole Traders Only
Full business/trading name (if any)
Industry
Industry code
Part time
Temporary
Self employed
Other
Previous occupation (if less than 18 months at current employer)
Previous residential address (if less than 18 months at current

residential address)
ABN (if any)

Current occupation
Fax number
Work phone number
Postcode
Postcode
Previous employer (if self employed use trading name)
Length of previous employment

Months
Years
Tax file number (TFN) (Applicant or Individual Trustee only)
or Exemption number and reason for exemption
The collection and use of TFNs is strictly regulated by tax laws and
Privacy Act 1988 (Cth). You are not required by law to provide your
TFN. However, if you do not supply your TFN or a valid exemption,
tax will be withheld from any income earned on your investment
and remitted to the ATO. Westpac reserves the right to reject the
application if a TFN or exemption number is not provided.
Customer identification
Are you an existing Westpac client?
Yes
No
If Yes, please select and complete ONE of the following. The account
or identification must be in the same name as you have provided
above.
BTF14257-0313jj
Page 3 of 20
Other (specify)
Westpac customer number

If No, to meet our obligations under the Anti-Money Laundering
and Counter-Terrorism Financing Act 2006 (Cth), we must identify
customers before we provide a service. Unless you have an account
with Westpac, you will need to send to us original certified copies
of identification documents. Please complete the Certified Copy
Certificate for Individuals, which is attached at the end of this
Application Form, and attach the original certified documents to
that certificate.
State
Postcode

Months
Years
B2 Applicant 2/Director 2/Individual Trustee 2

State
Title
Mr
Mrs
Miss
Ms
Dr
Postcode
Other
Employment details
Current occupation
Surname
Full given name(s)

State of issue
Employment status
Marital status
Single
Married

Months
Years
Divorced
Widowed
De facto
Full time
Part time
Temporary
Self employed
Other

State
Postcode

Home phone number
(
Work phone number

(
Mobile phone number

Fax number
Email address
Time at residential address

Months
Years
Residential status
Rent/Board
BTF14257-0313jj

Months
Years
Tax file number (TFN) (Joint Applicant or Individual Trustee only)
Are you an existing Westpac client?
Yes
Page 4 of 20
No
Westpac BSB and Account Number

account number
BSB number
above.
Registered office address (do not use a PO Box or C/ address)

Please tick
if this is also the mailing address street

BSB number
account number
State
Country

with Westpac, you will need to send to us original certified copies
of identification documents. Please complete the Certified Copy
Certificate for Individuals, which is attached at the end of this
Application Form, and attach the original certified documents to
that certificate.
B3 Company/Corporate Trustee
If you are a company/corporate trustee applicant, you must also
complete section B1 with Director 1 details (if more than one director,
also complete section B2).
If you wish to apply for a Protected Loan, you must also complete
sections H1, H2, H3 (if applicable) and section I2. Each director is
also required to guarantee a company applicant for a Protected Loan.
A Guarantee and Indemnity will be forwarded to you to complete.
Company name
Postcode
Australia
Principal place of business if any (do not use a PO Box or c/- address
if this is also
if different to registered office address) Please tick
the mailing address
State
Country
Postcode
Australia
Mailing name (eg The Secretary)

Mailing address (if different from registered office address or principal
place of business)
State
Country
Australia
Phone number
(
Postcode
Fax number
Email address
Industry
Australian business number (ABN) (if any)
Industry code
Tax file number (TFN)
ACN
Business name (if any)
Companys date of registration

Date (dd/mm/yy)
Companys place of registration
The collection and use of ABNs and TFNs are strictly regulated by
tax laws and Privacy Act 1988 (Cth). You are not required by law to
provide your ABN or TFN. However, if you do not supply your ABN,
TFN or a valid exemption, tax will be withheld from any income
earned on your investment and remitted to the ATO. Westpac reserves
the right to reject the application if an ABN, TFN or exemption
number is not provided.
Is the business an existing Westpac client?
Nature of business
State or Territory
Yes
No
above.
BSB number
account number
BTF14257-0313jj
Page 5 of 20
Type of company (tick the box that is applicable)

Domestic proprietary
Domestic public
Domestic listed, please specify which exchange the company
is listed on
Majority owned by a domestic listed company if so, please
name the listed parent company
Company which is otherwise licensed and subject to regulatory
oversight by a Westpac-approved statutory Commonwealth, State
or Territory regulator in relation to its activities. If so, please specify:
the name of the regulator;
and
licence details (eg licence number)
Shareholder 1
Title
Mrs
Miss
Ms
Dr
Shareholder 3
Title
Mr
Mrs
Miss
Ms
Dr
Other
Surname
Full given name(s)
State
Postcode
B4 Trustee applicant
Company ownership
(only needs to be completed by proprietary companies)
Are any of the companys shareholders individuals? Do they hold
more than 25% of the issued capital of the company? If yes to both,
please provide their names and residential addresses.
Mr
Other
Surname
Full given name(s)
Individual trustee(s): you must also complete section B1 (also fill

in sections B2 if more than one trustee). If you wish to apply for
a Protected Loan you must also complete sections H1, H2 and I1
(also fill in section H3 and I1 if more than one trustee).
Company as a trustee: you must also complete section B1 with
Director 1 details (also fill in section B2 with Director 2 details if
more than one director), section B3 with your company details
and if you wish to apply for a Protected Loan, sections H1, H2,H3
(if applicable) and I2.
If you wish to apply for a Protected Loan, each individual trustee
and Director is required to guarantee a trustee applicant. A
Guarantee and Indemnity will be forwarded separately to complete.
Trust name
Principal place of business of the trustee (PO Box is not acceptable)

State
Country
State
Postcode
Postcode
Australia
Industry

Industry code
Shareholder 2
Title
Mr
Mrs
Miss
Ms
Dr
Other
Surname
ABN/ARSN (if any)

Australian business number (ABN)
Full given name(s)

State
BTF14257-0313jj
Postcode
Page 6 of 20

with Westpac, you will need to send to us an original certified copy
of the certificate of incorporation or registration in Australia. Please
complete the Certified Copy Certificate for Organisations, which is
attached at the end of this Application Form, and attach the original
certified documents to that certificate.
The collection and use of ABNs and TFNs are strictly regulated by
tax laws and Privacy Act 1988 (Cth). You are not required by law to
provide your ABN or TFN. However, if you do not supply your ABN,
TFN or a valid exemption, tax will be withheld from any income
earned on your investment and remitted to the ATO. Westpac reserves
the right to reject the application if an ABN, TFN or exemption
number is not provided.
Is the business an existing Westpac client?
Yes
Beneficiary 4
Beneficiary 5
OR
Membership classes
No
above.
BSB number
Account number
C Direct Debit Request Form

with Westpac, you will need to send to us an original certified copy
of the certificate of incorporation or registration in Australia. Please
complete the Certified Copy Certificate for Organisations, which is
attached at the end of this Application Form, and attach the original
certified documents to that certificate.
Additional information required if the trust is not an existing
Westpac client
What type of trust is it?
Discretionary/family
Testamentary
Unit
Other
Please indicate here if the trust is a Registered Managed Investment

Scheme or a trust which is otherwise regulated. If so, we will contact
you to collect further information.
Country of establishment
Other (specify)
State or Territory of establishment

Beneficiary details
Please provide the full name of each beneficiary OR type of membership
class (eg unit holder, family member).
Beneficiary 1
Beneficiary 2
Beneficiary 3
BTF14257-0313jj
BSB number
Account number
Name of financial institution
If Other, please indicate what type of trust it is
Australia
Use this form to enable Westpac to debit and/or credit your bank
account on request.
Bank account name(s) must match the name(s) given in section B
of this Application Form. Company and trust accounts cannot be used
for individual applications. Individual accounts cannot be used for
company or trust applications. For joint accounts, both signatures
are required.
NOTE: Some bank accounts do not allow for direct debits. Please
check with your financial institution to ensure that direct debits are
allowed for this account.
Account name
Branch
I/We request and authorise Westpac Banking Corporation (Westpac)
(User ID number 227778), to arrange for any amounts which become
payable by me/us in respect of TEF, to be debited through the Bulk
Electronic Clearing System from my account held with the financial
institution detailed above. I/We understand and acknowledge that:
my/our financial institution has absolute discretion to decide the
order in which it will pay monies under this request, or any other
request, authority or mandate;
my/our financial institution has absolute discretion to refuse to
honour this request at any time;
Westpac may vary the amount or frequency of future debits to
meet amounts payable under the Service (as defined in the Direct
Debit Service Agreement as set out below (as varied by Westpac
from time to time); and
this request operates on the terms of the Direct Debit Service
Agreement as set out below (as varied by Westpac from time to
time), which I/we have read and, by signing this Direct Debit
Request, agreed to.
This Direct Debit Request is made on the terms of the Direct Debit
Request Service Agreement as set out below. By completing this
Direct Debit Request you are authorising Westpac to direct debit your
account.
Page 7 of 20
Date (dd/mm/yy)
Surname
Given name
Signature Applicant 2/Director 2/Individual Trustee 2
Date (dd/mm/yy)
Surname
Given name
Direct Debit Request Service Agreement
This Agreement sets out the terms on which you have authorised
Westpac to arrange for amounts owing to Westpac, to be made by
credit or deduction from your account at your financial institution.
1. You will need to complete the Direct Debit Request Form in section
C to apply to enter into a Transaction (the Service).
2. By your Direct Debit Request, you authorise us to arrange for
amounts that become payable under the Service, to be made by
credit or deduction from your account at the financial institution
named in the Direct Debit Request.
3. Your Direct Debit Request allows us to arrange for payment to
us for the amounts, and at the times, required by the terms and
conditions (Conditions) of the Service.
4. You can cancel your Direct Debit Request arrangement with
Westpac, however this termination must be in writing. We will
require six working days to process your cancellation request.
You can also cancel your Direct Debit Request by contacting the
financial institution with which you have your account. You cannot,
however, vary or suspend it, or stop or suspend an individual
debit from taking place under it.
5. If you cancel your Direct Debit Request at any time, you need to
be aware of any outstanding obligations to make payments under
your Transactions. You need to ensure that suitable arrangements
are made if the Direct Debit Request is cancelled: by yourself;
by your nominated financial institution; or for any other reason.
6. You agree to advise Westpac as soon as possible, if the nominated
account is transferred or closed, or your account details change.
7. All account holders nominated on the financial institution account
to be debited must sign the Direct Debit Request.
8. Debits will be processed in accordance with the Conditions of
the Service. If a due date for a debit falls on a weekend or public
holiday, the debit will be processed on the following settlement
day unless the following settlement day falls in the next calendar
month, in which case the debit will be processed on the preceding
settlement day.
Please contact your financial institution if you are uncertain when
a debit will be processed to your account.
9. You must ensure that you have sufficient clear funds available
in the nominated account by the due date to permit the payments
under the Direct Debit Request as required by the Conditions of
the Service.
10. If a drawing is unsuccessful, we reserve the right to attempt to
redraw at such times as we determine. Your financial institution
may charge you a fee where a drawing is unsuccessful. If the
nominated account is with Westpac a fee for the unsuccessful
drawing may be debited to that account in accordance with the
terms and conditions for that account.
BTF14257-0313jj
11. Please contact Westpac by phone on 1800 990 107 if you have
any questions about your Direct Debit Request, such as concerns
about a debit that we make under it, or if you want to make any
alteration to your arrangements. You should contact Westpac in
the first instance, but you can, if you choose, also contact the
financial institution with which you have your account. If you call
us to dispute a debit we will respond to you within 7 days of your
call to us. If you call us to change the account from which your
debits are made we will send you a form to sign and return. If
you call to cancel your Direct Debit Request we can also send
you a form, but the cancellation will be implemented more quickly
if you were to instead write to us straight away.
12. We can vary this Service Agreement at any time after giving you
14 days notice of the changes.
13. We will keep information about your financial institution account
confidential, except to the extent necessary to conduct payments
with your financial institution or to resolve any claim you might
make relating to a debit which you claim has been made incorrectly.
14. You should:
note that direct debiting through the Bulk Electronic Clearing
System is not available on all accounts please ensure your
financial institution allows direct debits on your nominated
account;
confirm the account details by checking a recent statement
from your financial institution; and
note that this form must be signed in the same way as the
account signing instruction held by your financial institution.
You are responsible for checking and ensuring these things.
D Privacy Disclosure and Consent
for all Applicants and Guarantors
1. Privacy disclosure and consent
You, being the person(s) whose name(s) appear(s) in the application
form as:
(a) the applicant and/or the director(s) of the applicant; or
(b) the Guarantor(s) of the applicants obligations,
give the following acknowledgements, consents and authorities in
conjunction with TEF and the ongoing operation of that facility. Terms
used in this Privacy Disclosure and Consent have the meaning given
to them in the IM.
2. Notice of disclosure of credit information to a credit reporting
agency
Under the Privacy Act 1988 (Cth) (Privacy Act), Westpac Banking
Corporation ABN 33 007 457 141, AFSL 233714 (we, us or our)
is allowed to give a credit reporting agency personal information
about you. The information which may be given to an agency is
covered by the Privacy Act and includes, to the extent applicable:
(a) permitted information about you which will allow you to be
identified;
(b) details of any cheques drawn by you for an amount not less than
$100 which have been dishonoured more than once;
(c) in specified circumstances, whether in our opinion, you have
committed a serious credit infringement;
(d) where you are an applicant or proposed applicant:
(i) the fact that you have applied for credit and the amount of
credit applied for;
(ii) the fact that we are a current credit provider;
(iii) payments which are overdue for more than 60 days and
for which collection action has commenced;
(iv) advice that payments are no longer overdue; and
(v) whether credit provided to you by us has been paid or
otherwise discharged; and
(e) where you are a Guarantor or proposed Guarantor:
(i) the fact that you act or have offered to act as Guarantor
in respect of credit or an application for credit; and
Page 8 of 20
(ii) the fact that you have failed to pay an amount due by you
as Guarantor where, among other things:
-- you have received notice of default by Westpac and have
not paid for 60 days after that notice; and
-- Westpac has, in addition to that notice, commenced action
to recover the amount due from you.
3. Agreement that we may obtain and provide credit reports
and other information about your creditworthiness
You agree to us, for the purpose of assessing whether to provide
credit to the applicant at any time, or accept you as a Guarantor in
respect of credit applied for, or provided to, the applicant at any time:
(a) obtaining from a credit reporting agency a credit report containing
information about your personal creditworthiness;
(b) obtaining a report about your commercial activities or commercial
creditworthiness from any business which provides information
about the commercial creditworthiness of persons, your accountant
or any supplier to you; and
(c) giving to and obtaining from any credit provider, employer or
referee named in the application form or in a credit report on you
issued by a credit reporting agency, information about your credit
arrangements or the application for the purposes of:
(i) assessing and verifying the application of the applicant
and/or the application by you to act as a Guarantor for the
applicant;
(ii) notifying a failure by you to observe your obligations (if
any) as applicant or Guarantor;
(iii) allowing another credit provider to ascertain the status of
your obligations to us where you are in default with one or
more other credit providers; and
(iv) generally assessing your creditworthiness.
You understand the information exchanged can include any information
about your personal and/or commercial creditworthiness, credit
standing, credit history or credit capacity which the Privacy Act allows
credit providers to give to or receive from each other.
You agree that this privacy disclosure and consent remains in force
until the facility is repaid and terminated.
4. Other privacy consents and acknowledgments
You agree that:
(a) we, the Broker and any company which is related to us, or the
Broker (including, without limitation, any nominee or authorised
officer of us or the Broker) (together, the Westpac Group);
(b) where you are not the applicant the applicant and any officer
or employee of the applicant (where it is a company);
(c) any Guarantor or proposed Guarantor of any Transaction whether
or not named in the application form and their representative,
financial adviser or broker;
(d) your representative (for example, lawyer, broker, financial adviser,
accountant, executor, administrator, trustee or attorney) or any
of their employees;
(e) any person you have appointed as your representative, authorised
representative, financial adviser or agent for the TEF;
(f) other financial institutions, including stockbrokers, custodians,
funds managers and portfolio service providers;
(g) regulatory, government agencies and law enforcement bodies;
(h) ASX Clear Pty Ltd, ASX Settlement Pty Ltd and any person appointed
by us as the sponsor in CHESS in relation to the Securities;
(i) any organisation acquiring an interest in TEF or Securities or
involved in managing our corporate risk and funding functions
(for example, organisations involved in securitisation); and
(j) any payment systems operators and participants in the payment
system, (each referred to as a Recipient)
may exchange with each other any personal information about you
including:
(i) any information provided by or about you in the application
form or any other related documents;
BTF14257-0313jj
(ii) any other personal information you provide to any Recipient

or which any Recipient otherwise lawfully obtains about
you;
(iii) any transaction details or transaction history arising out of
your arrangements with any Recipient; and
(iv) where the Privacy Act allows, or provided you agree, any
information referred to in sections 2 and 3 above.
You agree that if we, the Broker or any other member of the Westpac
Group engage anyone (a Service Provider) to do something on its
behalf (for example custodians, investment administrators, information
technology companies/service providers, mail houses, auditors, debt
collection agencies, legal advisers and consultants), then we and/or
the Broker and/or any other member of the Westpac Group and the
Service Provider may exchange with each other any personal
information referred to above and any other personal information the
Service Provider lawfully obtains about you in the course of acting
on our and/or the Brokers and/or any other member of the Westpac
Groups behalf. Sometimes, a member of the Westpac Group, a Service
Provider, your adviser or any other Recipient may be located outside
Australia. You consent to your personal information being transferred
to a person such as this who may be located outside Australia.
You agree that any personal information referred to above may be
used by any Recipient and Service Provider for any purpose related
to your TEF and to carry out any associated payments, transactions,
administration and account servicing. In addition, such information
can be used to assess any application you make for a different
product or service, for planning, product development and research
purposes, and to seek your feedback on our products and services.
Any member of the Westpac Group may give any personal information
about you to entities other than the Recipients and the Service
Providers referred to above where it is required or allowed by law or
where you have otherwise consented (including in other sections of
the TEF documents).
You agree that:
if you fail to provide any information requested in any facility
document, or do not agree to any of the possible exchanges or
uses of such information as set out above, the application form
or other documents of the applicant may not be accepted by us;
and
you can access most personal information that we and related
companies hold about you by contacting us on 1800 990 107 or
by writing to us at Westpac Structured Investments PO Box
3297, Sydney, NSW 2001. Sometimes that access will not be
possible, in which case you will be told why.
5. Marketing consent
We and members of the Westpac Group may contact you from time
to time with various product offers and special promotions. This may
happen via telephone, mail, email or other electronic means.
If you do not wish to receive material about Westpac Groups products
and services, please contact us on 132 032 or write to us at the
address listed in the IM.
E Power of Attorney
This Section E contains a power of attorney made on the day that
you sign the Application Form. For valuable consideration you each
irrevocably appoint us and each person who is at any time authorised
by us or our related body corporate (an Attorney), to exercise the
powers contained in this power of attorney (Power of Attorney)
separately as your attorneys. You agree that the attorney has the
power to:
(a) execute any document necessary to give effect to the Terms and
Conditions (including, if necessary, to execute the Terms and
Conditions);
(b) execute any document necessary to sell the Parcel of Securities
in accordance with your election on the Expiry Date or Maturity
Date (if applicable) and apply the sale proceeds to meet your
obligations in respect of any Transaction and transfer any surplus
to your nominated account;
Page 9 of 20
BTF14257-0313jj
F Declaration and Acknowledgement must be

completed by all applicants
((Applicants are referred to in this section as I/me/my or
we/us/our)
By lodging the Application Form I/we whose full name(s) and
address(es) appear above hereby acknowledge and confirm my/our
application for a TEF set out in this Application Form to be provided
in accordance with the Terms and Conditions set out in the Information
Memorandum dated 8 April 2013 (IM) issued by Westpac, I/we
acknowledge that in making my/our application:
1. I/we have read and accept the terms of the IM (including the
Terms and Conditions) to which this Application Form relates,
the terms and conditions of the Direct Debit Request Service
Agreement contained at section C of this Application Form, the
Privacy Disclosure and Consent contained in section D of this
Application Form and the Power of Attorney contained in section
E of this Application Form;
2. I/we consent to and authorise Westpac to act as principal when
purchasing Securities;
3. by signing and sending to Westpac a copy of a Deal Sheet or
agreeing to enter into a Transaction with Westpac over the phone,
I/we offer to enter into a Transaction on the terms of the IM and
this Application Form in relation to the Transaction described in
the Deal Sheet or as agreed over the phone;
4. I/we acknowledge that the details of my/our Transaction under
TEF will be advised in the relevant Confirmation;
5. I/we declare that before completing this Application Form, I/we
have received and was/were given access to the IM together
with this Application Form;
6. I/we have read the IM (which I/we received together with this
Application Form), and have agreed to enter into each Transaction
on the conditions set out in the IM.
7. I/we represent and warrant that, in making this application, I/we
have not relied in any way whatsoever on any statements made
by, or purported to be made by, Westpac or its related entities or
any of their respective servants, agents, employees or professional
advisers in relation to my/our investment in any Transaction,
other than the information contained in the IM;
8. I/we acknowledge that Westpac has not made any representations
or recommendations to me/us in relation to the suitability or
otherwise of this investment to my/our personal circumstances;
9. I/we understand and acknowledge that nothing in the IM can be
considered or characterised as personal advice or a recommendation
to invest in any Transaction or any Securities;
10. I/we acknowledge that Westpac has recommended that I/we
seek and obtain, and I/we have had the opportunity to, seek and
obtain, independent legal and taxation advice about Transactions,
the risks involved and the tax consequences of Transactions. I/
we have either obtained that advice from independent advisers
or declined the opportunity to obtain that advice;
11. I/we have not sought legal or taxation advice from Westpac in
relation to any Transaction. Westpac has also recommended that
I/we obtain financial advice about Transactions and the risks
involved. I/we have either obtained, or declined the opportunity
to obtain, that advice;
12. I/we acknowledge that Westpac has not made any promise or
inducement about, or been party to any conduct material to, me/
us entering into any Transaction (other than as set out in this
Application Form and the IM). Westpac does not want me/us to
rely on any such promise or inducement. To the fullest extent
permitted by law, Westpac excludes liability for any such promise
or inducement;
13. I/we understand that Westpac may pay to an adviser/ broker
(including the Broker) fees in connection with the offer and
approval of any Transaction, and that the adviser may pay all or
a portion of these fees to other persons. I/we consent to the
payment of these fees. I/we acknowledge that Westpac will
provide details if I/we request;
Page 10 of 20
(c) deal in any way with any of the Secured Property and, without
limitation, sell any of the Secured Property, whether or not the
Security Interest has become enforceable;
(d) do anything necessary to cause the Parcel of Securities to be
transferred to you in accordance with your election on the Expiry
Date or Maturity Date (if applicable), subject to you meeting all
of your other obligations in respect of the Transaction and the
Terms and Conditions of the IM;
(e) transfer the Secured Property to us (or our nominee) or to a
purchaser or otherwise convey the Secured Property where you
are required or permitted to do so under the Terms and Conditions;
(f) exercise any Option on the Expiry Date; and
(g) complete, sign and date any document in order to do anything
necessary to perfect a Mortgage in respect of any collateral
whether by registration or control;
(h) do anything which the Attorney thinks fit in any way relating to
its involvement in the IM, Terms and Conditions or the Mortgage
or any transaction contemplated by them in a sale or dealing
contemplated by the IM or the Terms and Conditions;
(i) give directions to the Broker and the Sponsor in relation to the
Secured Property (or any part of it);
(j) sign any forms or other documents which in the Attorneys opinion
are necessary or desirable to ensure Securities subject to the
Mortgage or intended to be subject to the Terms and Conditions
are under the control of the Sponsor (as nominated by us from
time to time) as contemplated by the Terms and Conditions;
(k) direct the Broker or Sponsor to acquire or transfer the Securities
nominated by it in section E of this Application Form as applicable;
and
(l) do anything else contemplated by the Terms and Conditions.
This Power of Attorney does not limit any power of attorney in the
IM, Terms and Conditions or this Application Form and cannot be
revoked without our written consent. The Power of Attorney will
remain until it is revoked in accordance with its terms and each
Attorney becomes aware that it has been revoked.
An Attorney may delegate his or her powers (including this power)
and revoke such a delegation.
If we ask you, you must formally approve anything that the Attorney
may do as your attorney under or in connection with the Terms and
Conditions or the Mortgage.
You each indemnify each Attorney against all claims, actions,
proceedings, judgments, damages, costs, losses, expenses or liabilities
incurred or suffered by or brought or made or recovered against the
Attorney in connection with the exercise of any of the powers and
authorities conferred on it under this Power of Attorney.
The exercise by an Attorney of the powers and authorities conferred
by this Power of Attorney does not involve any assumption by the
Attorney, or any entity by which he or she is employed, of any personal
liability in connection with the exercise of the powers and authorities
or the consequences of that exercise.
Each Attorney is authorised to exercise the powers and authorities
conferred by this Power of Attorney even if it involves a conflict of
interest or duty or the Attorney (or a person they know or work for)
has a personal interest in them doing so.
This Power of Attorney is intended to have effect as a deed, and is
governed by the laws of New South Wales.
For the avoidance of doubt, words used in this section E have the
same meaning as set out in the Glossary contained in section 6 of
the IM.
14. I/we consent to Westpac paying commission to my/our financial

adviser as indicated in this Application Form;
15. I/we understand and acknowledge that Westpac has an absolute
right to reject my/our application and that, even if the conditions
set out in the Terms and Conditions are satisfied, Westpac may
(in its absolute discretion) refuse to enter into any Transaction
with me/us;
16. I/we confirm that the information contained in the Application
Form is in all respects complete and correct and is not, by omission
or otherwise, misleading;
17. we agree to Westpac collecting, using and disclosing my/our
personal information as set out in section D of this Application
Form;
18. Westpac may provide information on the status of my/our
investment to my/our nominated financial adviser or usual
stockbroker or any Westpac Group company;
19. if at any time I/we supply Westpac with personal information
about another individual, I/we will ensure that I am/we are
authorised to do so and agree to inform that individual of the
matters set out in section D of this Application Form as they relate
to that individual;
20. any information about me/us may be given to any Guarantor or
proposed Guarantor of any Transaction I/we have applied for, for
the purpose of enabling the Guarantor to decide whether to act
as Guarantor or to keep informed about the Guarantee and
Indemnity;
21. I/we may (but do not have to) give instructions or notices
(Communications) to Westpac by email or facsimile. If I/we give
Westpac my/our email address or fax number, I/we consent to
receiving notices by email or facsimile. I/we also agree to;
ensure that only persons authorised by me/us will give any
Communications by email or facsimile; an;
comply with any security or verification procedures required
by Westpac;
22. Westpac is entitled to assume that any Communication which
purports to have been sent by me/us or on my/our behalf has
been authorised, and Westpac is not required to investigate or
confirm that authority. This applies whether or not there are
circumstances which might suggest that the Communication
was not authorised, unless Westpac has actual knowledge that
the Communication was unauthorised. Westpac has no liability
to me/us for relying on any Communication by email or facsimile,
whether or not the Communication has been authorised. Without
limiting the foregoing, Westpac may refuse to act on any
Communication by email or facsimile until its validity has been
confirmed, and will have no liability to me/us or any other person
for any consequences as a result of its refusal to act. I/we
indemnify any Westpac Group company against any cost, expense,
liability or claim incurred by any of them as a consequence of
accepting a Communication by email or facsimile, unless the
cost, expense, liability or claim is a direct result of Westpacs
gross negligence or wilful default;
23. I/we understand the risks in connection with TEF as outlined in
the IM and, except as expressly agreed with Westpac in writing
to the contrary, have not relied on any representation (whether
oral or written) from Westpac as investment, financial, legal or
taxation advice as to its suitability to my/our circumstances;
24. I/we am/are an Australian resident for tax purposes residing in
Australia;
25. I/we acknowledge that Westpac will rely on the information
contained in this Application Form when making it decision
whether to approve my/our application and may not independently
verify the information relating to my/our income, outgoings, assets
or liabilities;
26. I/we represent and warrant that I am/We are financially solvent;
27. I/we agree to be given any terms and conditions, any disclosure
documents (including Information Memorandums), and any
updates and supplements to the disclosure documents from
Westpac or its related entities by: (i) having them made available
via www.westpac.com.au/structuredinvestments or such internet
BTF14257-0313jj
website notified to me/us; or (ii) any other electronic means

(including by email); and I/we represent and warrant that I/we
have received in printable form and read the TEF IM issued by
Westpac;
28. (For individuals only) I/we are at least 18 years old;
29. For the avoidance of doubt, words used in this section F have
the same meaning as set out in the Glossary contained in section
6 of the IM.
Date (dd/mm/yy)
Surname
Given name
Signature Witness
Date (dd/mm/yy)
Surname of Witness
Given name of Witness

Date (dd/mm/yy)
Surname
Given name
Signature Witness
Date (dd/mm/yy)
/
Surname of Witness
Page 11 of 20
I/We declare that the credit to be provided to me/us by the credit

provider is to be applied wholly or predominantly for:
business purposes; or
investment purposes (other than investment in residential property).
IMPORTANT
You should only sign this declaration if each Protected Loan
you enter into under TEF will be wholly or predominantly for:
business purposes; or
investment purposes (other than investment in residential
property).
By signing this declaration you may lose your protection under
the National Credit Code.
Date (dd/mm/yy)
Surname
If you have alternate sources of income such as dividends, rental

income etc, please provide:
documentary support such as a bank statement, dividend advice
and/or real estate agents statement.
Self-employed applicants
Please provide:
signed financial statements of the business (balance sheet and
profit and loss statements) for the last 2 years; and
your last two years of personal and business tax returns; or
last ATO notice of assessment.
Company/trust applicants
Please provide the following in relation to the company or company
trustee and the trust:
signed financial statements (balance sheet and profit and loss
statements) for the last 2 years; and
your last two years of personal and company/trust tax returns; or
last ATO notice of assessment.
We may request additional information/supporting documentation.
This may include verification of assets including real estate. Additional
information to support your application may include rate notices
(to support property holdings), bank statements, shareholding
statements, rental statements etc.
Given name

Date (dd/mm/yy)
Surname
Given name
H Applying for a credit limit on a Protected Loan

You must fill in this section H if you wish to use a Protected Loan
to purchase Securities, borrow money against Securities you already
own, or fund Executive Options using a Protected Loan. If you are
not applying for Protected Loan you may skip this section H.
All documentation required by and in support of a TEF Application
Form in this section H is to be original or a copy of the original.
Checklist Supporting documents to include with application
Is your application complete?
If your application is incomplete and/or requested supporting
documentation has not been provided, there may be delays in
processing your application.
All applicants are required to provide the following: PAYG
employee applicants
Please provide one of the following:
a year-to-date pay slip covering the last two pay cycles and
detailing base salary;
your two most recent payslips detailing base salary;
a recent letter from your employer stating the length of employment,
current base income and bonuses (if any);
latest PAYG payment summary;
your latest tax return and ATO notice of assessment; and
a bank statement covering the last six months.
BTF14257-0313jj
Page 12 of 20
G Credit Purpose Declaration (Individual and

Joint Applicants and Individual Trustees only)
Each applicant and each Guarantor needs to provide their financial

details in this section H.
Please attach a separate piece of paper if additional space is
Please note:
required.
Individual applicants should disclose joint assets and joint liabilities
at their full value (not only their nominated share).
Applicant 1 name
For joint applications, each individual should provide information
on their share of joint assets, liabilities, income and expenditure
where these are shared with another joint applicant. Where a joint Applicant 1 residential address (PO Box is not acceptable)
applicant has joint assets and liabilities that are shared with an
entity who is not a joint applicant, those assets and liabilities should
be disclosed at their full value.
State
Postcode
H1 Statement of Financial Position Applicant 1

Statement of Financial Position Assets and Liabilities
Assets
Details of real estate owned
Current
market
value
%
Address
interest if
not sole
owner
Loan
facility
limit
OutInterest
standing rate
balance
Monthly
repayments
(principal and
interest)
Mortgage residence
Mortgage investment property 1
Mortgage equity access loan
Total
Other assets
Asset type
Cash/bank accounts
Existing share/investment portfolio

Share of company/business (if any)
Superannuation
Other (attach details)
Total
Liabilities
Liability Type include details of
other loans (eg overdrafts, personal loans,
Facility limit
Outstanding balance
Interest rate
Monthly repayments
(principal and interest)
margin loans and leases)
Loan 1
Loan 2
Loan 3
Loan 4
Credit cards
Other
Total
Income details
Annual income (before tax)
Salary
Annual expenditure
Mortgages (as above)
Bonus
Loan payments (as above)
Rental income
Credit cards
Dividend income
Rent
Interest income
Other
Other income
BTF14257-0313jj
Page 13 of 20
Assets
Current
market
value
%
Address
interest if
not sole
owner
Loan
facility
limit
OutInterest
standing rate
balance
Monthly
repayments
(principal and
interest)
Mortgage residence
Total
Other assets
Asset type
Cash/bank accounts

Superannuation
Total
Liabilities
Facility limit
Outstanding balance
Interest rate
Monthly repayments
Loan 1
Loan 2
Loan 3
Loan 4
Credit cards
Other
Total
Income details
Salary
Annual expenditure
Bonus
Rental income
Credit cards
Dividend income
Rent
Interest income
Other
Other income
BTF14257-0313jj
Page 14 of 20

required.
Please note:
Individual applicants should disclose joint assets and joint liabilities Applicant 2/Guarantor 1 name
For joint applications, each individual should provide information
on their share of joint assets, liabilities, income and expenditure Applicant 2 residential address (PO Box is not acceptable)
where these are shared with a joint applicant or co-Guarantor.
Where joint assets and liabilities are shared with an entity who is
not a joint applicant or co-Guarantor, those assets and liabilities
State
Postcode
should be disclosed at their full value.
H2 Statement of Financial Position Applicant 2/
Guarantor 1 (if applicable)

required.
Please note:
Individual applicants should disclose joint assets and joint liabilities Guarantor 2 name
For Joint Guarantors, each individual should provide information
on their share of joint assets, liabilities, income and expenditure Guarantor 2 residential address (PO Box is not acceptable)
where these are shared with another co-Guarantor. Where a Joint
Guarantor has joint assets and liabilities that are shared with an
entity who is not a Joint Guarantor, those assets and liabilities
State
Postcode
should be disclosed at their full value.
H3 Statement of Financial Position Guarantor 2
(if applicable)
Assets
Current
market
value
%
Address
interest if
not sole
owner
Loan
facility
limit
OutInterest
standing rate
balance
Monthly
repayments
(principal and
interest)
Mortgage residence
Total
Other assets
Asset type
Cash/bank accounts

Superannuation
Total
Liabilities
Facility limit
Outstanding balance
Interest rate
Monthly repayments
Loan 1
Loan 2
Loan 3
Loan 4
Credit cards
Other
Total
Income details
Salary
Annual expenditure
Bonus
Rental income
Credit cards
Dividend income
Rent
Interest income
Other
Other income
BTF14257-0313jj
Page 15 of 20
State
This section is to be completed by ALL individual Guarantors. Where

Westpac requires a Guarantee and Indemnity in relation to a
Transaction, you must have all Guarantees and Indemnities in place
before the Transaction can be approved.
Mailing address (if different from residential address)
State
Please complete the following details in respect of the Guarantor.
Mrs
Postcode
Guarantor
Title
Mr
Postcode
Miss
Ms
Dr
Sole traders only

Occupation/nature of business
Other
Surname
Full given name(s)
Full business/trading name (if any)
ABN (if any)
State of issue
Principal place of business if different from residential address (PO

Box is not acceptable)
Marital status
Single
Married
Divorced
Widowed
De facto
State
Postcode

Residential status
Rent/Board
State
Other (specify)
Months
Years
Postcode

Employment details
Current occupation

State
Postcode

Home phone number
(
Fax number
Employment status
Work phone number

(
Mobile phone number

Months
Years
Full time
Part time
Temporary
Self employed
Other
Email address

BTF14257-0313jj
Page 16 of 20
I1 Individual Guarantee and Indemnity

Disclosure Election

Months
Years
I2 Company Directors (Company Applicants and

Corporate Trustee Applicants) Guarantee and
Indemnity Disclosure Election

All proposed Guarantors must sign here.
By signing below, you acknowledge, declare and confirm that:
you have read and accept the terms of the Privacy disclosure and
consent on pages 8 to 9 of the Application Form; and
all the information about you in this Application Form is true and
correct.
If you are a company applicant and you wish to apply for a Protected
Loan, this section is to be completed by ALL company directors. If
there are more than four company directors, please attach a separate
sheet. Company applicants and corporate trustee applicants must
have ALL Guarantees and Indemnities in place before the application
can be finalised. Subject to your instructions below, we will provide
you, the director(s), with the requested information about the company
or corporate trustee applicant, together with the Guarantee and
Indemnity for execution. Where Westpac requires a Guarantee and
Indemnity in relation to company applicants and corporate trustee
applicants, you must have all Guarantees and Indemnities in place
before the Transaction can be approved.
Director Guarantor 1 name
Signature Individual Guarantor 1

Date (dd/mm/yy)

Disclosure elections
You are entitled to receive copies of the following information before
you enter into a Guarantee and Indemnity. The information will help
you to decide whether or not you wish to give a Guarantee and
Indemnity.
Please indicate the items you wish to receive:
Surname
Given name
Signature Witness
Date (dd/mm/yy)
Surname of Witness
Signature Individual Guarantor 2

Date (dd/mm/yy)
Surname
Director Guarantor
2
3
4
The company or corporate trustee

applicants Application Form,
including the IM.
Any credit reports that Westpac
may have received from third
party organisations relating to the
application.
Financial accounts or statements
of financial position that Westpac
received from the company or
corporate trustee applicant to
support the application.
We will give you other information we have about the company or
corporate trustee applicants application that you reasonably request.
Please specify any further information you require:
Given name
Signature Witness
Date (dd/mm/yy)
Surname of Witness
BTF14257-0313jj
Page 17 of 20
Continued on page 18
Signature Director Guarantor 3
Date (dd/mm/yy)
Date (dd/mm/yy)
Surname
Surname
Given name
Given name
Signature Witness
Signature Witness
Date (dd/mm/yy)
Date (dd/mm/yy)
Surname of Witness
Surname of Witness
Surname
Surname
Given name
Given name
Signature Witness
Signature Witness
Surname of Witness
Surname of Witness
BTF14257-0313jj
Date (dd/mm/yy)
Date (dd/mm/yy)
Date (dd/mm/yy)
Date (dd/mm/yy)
Page 18 of 20
All proposed Guarantors must sign here.

By signing below, you acknowledge, declare and confirm that:
you have read and accept the terms of the Privacy disclosure and
consent on pages 8 to 9 of the Application Form; and
all the information about you in this Application Form is true and
correct.
J Solicitors Trust Opinion

Where you are applying for TEF in the capacity of an individual or
company acting as trustee of a trust, ask your solicitor to read and
complete this form. Do not make any amendments to this form. You
must also attach an original certified copy of the trust deed and any
subsequent amendments to the trust deed.
Solicitors Trust Opinion
I certify that:
1. I am a solicitor holding a current unrestricted practising certificate
and engaged by the applicant (Trustee) as trustee of the trust
(trust) each as described in this Application Form independently
of Westpac;
2. I have examined the documents (trust documents) set out in
the Schedule below (copies of which are attached to this Application
Form) in relation to the trust described in this Application Form.
To the best of my knowledge and belief, these are the only
documents relating to the constitution and powers of the trust;
3. to the best of my knowledge and belief, the trust has been validly
constituted and is subsisting at the date of this application;
4. having reviewed the IM and the Application Form (transaction
documents), in my opinion, the Trustee has the power to borrow
the funds and grant security and perform all the obligations and
transactions (transactions) contemplated in the transaction
documents;
5. to the best of my knowledge and belief, the entry into the
transactions and performance of the obligations under the
transaction documents by the Trustee is considered to be for
the benefit of the trust;
6. the terms of the trust documents examined by me do not restrict
the right of the Trustee to be fully indemnified out of the assets
of the trust to satisfy any liability of Westpac properly incurred
by the Trustee as trustee of the trust arising out of the transactions
contemplated by the transaction documents;
7. the trust documents, consent(s), authorities or other documents
examined by me, enable the Trustee to enter into and perform
the transactions despite any conflict of interest and duty which
may arise on the part of the Trustee; and if the Trustee is a
company, of any of its directors, when entering into the
transactions contemplated by the transaction documents;
8. the trust documents authorise the assets of the trust to be held
in the name of a nominee;
9. the trust documents authorise the Trustee to delegate the
Trustees powers;
10. the trust documents authorise the Trustee to enter into contracts
in relation to trust property, to borrow and to enter into derivatives,
in each case, in the Trustees capacity as trustee of the trust;
11. no consent is required from any beneficiary of the trust under
the trust documents to enable the Trustee to enter into and
perform the transactions; and
12. this opinion is to be relied upon by Westpac, the Broker, the
Sponsor and their respective assigns.
Name of Solicitor
Surname
Given name
Daytime phone number
(
Mailing address
State
Postcode

Signature of Solicitor
Date (dd/mm/yy)
/
Name
Full name of firm (if applicable)
Documents examined
BTF14257-0313jj
Fax number
Email address
Schedule Solicitor to complete

Date of trust deed (dd/mm/yyyy)
Page 19 of 20
This page is left blank intentionally.
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Att pies
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Westpac Banking Corporation ABN 33 007 457 141
Westpac Certified Copy Certificate - Individuals Customer Identification Documents

(To be used for Individuals only)
Upon instruction from Westpac, this form may be used where the customer is not able to present the original customer identification documents to
Westpac in person. This form may be used by Australian and offshore customers. The original of this form must be provided to Westpac.
Part A Customer Details

Date of birth
Full name
Registered address
Street
Suburb
State
Postcode
Country
Signature of customer (to be signed in the presence of the certifier)
Part B Certifier Details

Please complete Part B to enable Westpac to contact you if necessary to confirm any information provided on this form.
Occupation
Full name
Business phone number
Place of employment
Employment address
Street
Suburb
State
Postcode
Country
Category of certifier (see list on page 3 insert relevant number)
Where the name on the identification documents differs from the name used by the customer, provide an explanation given by the customer
or sight and record documentation which identifies the customer in their former name e.g. marriage certificate or deed poll.
Signature of Certifier
I have examined the originals of all the documents which are set out in Part C of this form.
The copy documents attached are true and correct copies of the original documents examined by me.
The customer signed this form in my presence.
Privacy Statement: Westpac is collecting your personal information in order to assist in the identification of the Customer named in Part A.
Signature
BTF14257-0313jj
Date
/
Page 1 of 3
21
At least two identification documents must be certified with at least one being a primary identification document.
The combination of identification documents certified must contain the customers full name, residential address and date of birth.
Certify the first page of the document(s) with This is a true copy of the original document followed by the Certifiers signature and the date.
Initial any subsequent pages.
All documents must be current unless specified otherwise.
If any document is written in a language other than English, it must be accompanied by an English translation prepared by an accredited translator.
Primary Identification documents please tick () which document(s) are certified.
Document
Certified
Photographic
Australian passport (can either be current or expired within the last 2 years but must not be cancelled, defaced or mutilated)*
Foreign passport issued by a foreign government, the United Nations or an agency of the United Nations (must not be cancelled,
defaced or mutilated)*
Foreign travel document issued by a foreign government, the United Nations or an agency of the United Nations*
Birth card issued by an Australian State/Territory Registrar of Births, Deaths and Marriages*
Australian licence/permit (can either be a drivers licence, learners permit, boat licence or taxi licence)*
18+ Proof of age card issued by a State or Territory (includes NSW RTA Photo card)*
National identity card issued by a foreign government, the United Nations or an agency of the United Nations*
Non-photographic
Full Australian birth certificate (or extract) issued by State/Territory Registry of Births, Deaths and Marriages
Full Foreign birth certificate issued by a foreign government, the United Nations or an agency of the United Nations
Australian citizenship certificate
Citizenship certificate issued by a foreign government
Centrelink pension card (Australian)
Department of Veterans Affairs pension card (Australian)
Secondary identification documents please tick () which document(s) are certified.
Document
Certified
Foreign drivers licence**

Australian issued Security guards licence**
Australian State or Territory Shooters/Firearms licence**
Blind Citizens Australia identity card**
Multiple Sclerosis Society photo identification card**
Identification card issued to a Public Service employee (Australian)**
Identification card issued to a student at an Australian higher education institution (TAFE or University)**
Working with Children check card (Blue card) (QLD, VIC,WA)**
Australian Taxation Office (ATO) notice issued within the last 12 months and includes the customers name and residential address
A financial benefits notice issued by the Commonwealth or a State/Territory within the last 12 months and includes the customers
name and residential address (e.g. a notice from Centrelink)
Financial institution passbook (Australian) which must be current and have a black light signature
Utilities notice issued by a local government or utilities provider within the last 3 months and includes the customers name and
residential address
Medicare card
Commonwealth Seniors health card/State seniors card
Health Care card (Centrelink/Department of Veterans Affairs)
Australian Marriage certificate issued by State/Territory Registry of Births, Deaths and Marriages
Documents cannot be accepted if they are cancelled, defaced or mutilated. Documents that are written in a language that is not English must be
accompanied by an Australian translation prepared by an accredited translator.
* must contain photograph and signature
** must contain photograph and/or signature
BTF14257-0313jj
Page 2 of 3
22
Part C Details of Documents Certified
Checklist for Certifier (must be completed in full by the Certifier)

Please tick ()
All parts of this form have been completed.
You are a person within a specified class of accepted certifiers defined below in Category of Certifiers.
All documents contain on the first page, a written statement, signed and dated by you, stating that this is a true copy of the original document.
At least two identification documents are certified with at least one being a primary identification document.
The combination of identification documents certified contains the customers full name, residential address and date of birth.
This form was signed by the customer in your presence.
The certified copies containing the Certifiers original signature are attached to this form.
NOTE: It is an offence under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 to knowingly provide false or misleading information
or knowingly produce a false or misleading document. Penalty: Imprisonment for 10 years.
Category of Certifiers
11. An Australian consular officer or an Australian diplomatic officer
(within the meaning of the Consular Fees Act 1955)
1. A person who is enrolled on the roll of the Supreme Court of

a State or Territory, or the High Court of Australia, as a legal
practitioner (however described)
12. An officer with 2 or more continuous years of service with one

or more financial institutions (for the purposes of the Statutory
Declaration Regulations 1993)
2. A judge of a court
3. A magistrate
13. A finance company officer with 2 or more continuous years of

service with one or more finance companies (for the purposes of
the Statutory Declaration Regulations 1993)
4. A chief executive officer of a Commonwealth court

5. A registrar or deputy registrar of a court
14. An officer with, or authorised representative of, a holder of an

Australian financial services licence, having 2 or more continuous
years of service with one or more licensees
6. A Justice of the Peace

7. A notary public (for the purposes of the Statutory Declaration
Regulations 1993)
15. A member of the Institute of Chartered Accountants in Australia,

CPA Australia or the National Institute of Accountants with 2 or
more years of continuous membership
8. A police officer
9. An agent of the Australian Postal Corporation who is in charge of
an office supplying postal services to the public
16. A Commissioner for Declarations
10. A permanent employee of the Australian Postal Corporation with 2

or more years of continuous service who is employed in an office
supplying postal services to the public
17. A Commissioner for Affidavits
Bank Use Only

Salary number
Bank officers name
Branch/Department
Signature
BTF14257-0313jj
BSB
Customer IDV number
Date
/
Page 3 of 3
23
d
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Att pies
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Westpac Banking Corporation ABN 33 007 457 141
Westpac Certified Copy Certificate Organisations Customer Identification Documents

(To be used for Companies, Sole Traders, Trusts, Partnerships, Associations, Registered Co-operatives & Government Bodies)
Upon instruction from Westpac, this form may be used where the customer is not able to present the original customer identification documents to
Westpac in person. This form may be used by Australian and offshore customers. The original of this form must be provided to Westpac.
Part A Customer Details

Type of Customer (please tick )
Company
Sole Trader
Trust
Partnership
Association
Registered Cooperative
Postcode
Country
Government Body
Full name (Registered name if applicable)
Address (Registered address if applicable)

Street
Suburb
State
ACN/ABN/ARBN/Foreign Registration Number
Part B Certifier Details

Please complete Part B to enable Westpac to contact you if necessary to confirm any information provided on this form.
Occupation
Full name
Business phone number
Place of employment
Employment address
Street
Suburb
State
Postcode
Country
Category of certifier (see list on page 3 insert relevant number)
Signature of Certifier
I have examined the originals of all the documents which are set out in Part C of this form.
The copy documents attached are true and correct copies of the original documents examined by me.
Privacy Statement: Westpac is collecting your personal information in order to assist in the identification of the Customer named in Part A.
Signature
BTF14257-0313jj
Date
/
Page 1 of 3
25
Please tick () which document(s) are certified.

Certify the document(s) with This is a true copy of the original document followed by the Certifiers signature and the date. Initial any
subsequent pages.
If any document is written in a language other than English, it must be accompanied by an English translation prepared by an accredited translator.
Customer
Document
Company
Certificate of incorporation or registration in Australia; or equivalent document issued by the

relevant foreign registration body
Certified
Sole Trader
Certificate of registration of business name
Trust
Certificate of registration of the trust

Trust deed, or extract, where the names of the trust, trustees and beneficiaries are evident
Partnership
Certificate of registration of business name

Partnership agreement ,or extract, where the full name of the partnership is evident
Association
Registered Cooperative
Government Body
Certificate of incorporation in Australia; or equivalent document issued by the relevant

foreign registration body
Constitution or rules or minutes of a meeting of the association or relevant extract where the
full name and registration number (if applicable) of the association are evident.
Certificate of registration in Australia; or equivalent document issued by the relevant foreign
registration body
Register maintained by the cooperative or minutes of a meeting of the cooperative or
relevant extract where the full name and registration number of the cooperative are evident.
Document issued by the relevant government office/department or commission
Other documents please specify.

Note: Westpac reserves the
right to reject any document
listed here.
Checklist for Certifier (must be completed in full by the Certifier)

All parts of this form have been completed.
You are a person within a specified class of accepted certifiers defined below in Category of Certifiers.
All documents contain on the first page, a written statement, signed and dated by you, stating that the document is certified as a true
copy of the original document.
The certified copies containing the Certifiers original signature are attached to this form.
NOTE: It is an offence under the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 to knowingly provide false or misleading information
or knowingly produce a false or misleading document. Penalty: Imprisonment for 10 years.
Bank Use Only

Salary number
Bank officers name
Branch/Department
Signature
BTF14257-0313jj
BSB
Customer IDV number
Date
/
Page 2 of 3
26
Part C Details of Document(s) Certified
Category of Certifiers:
11. An Australian consular officer or an Australian diplomatic officer
(within the meaning of the Consular Fees Act 1955)
1. A person who is enrolled on the roll of the Supreme Court of

a State or Territory, or the High Court of Australia, as a legal
practitioner (however described)
12. An officer with 2 or more continuous years of service with one

or more financial institutions (for the purposes of the Statutory
Declaration Regulations 1993)
2. A judge of a court
3. A magistrate
13. A finance company officer with 2 or more continuous years of

service with one or more finance companies (for the purposes of
the Statutory Declaration Regulations 1993)
4. A chief executive officer of a Commonwealth court

5. A registrar or deputy registrar of a court
14. An officer with, or authorised representative of, a holder of an

Australian financial services licence, having 2 or more continuous
years of service with one or more licensees
6. A Justice of the Peace

7. A notary public (for the purposes of the Statutory Declaration
Regulations 1993)
15. A member of the Institute of Chartered Accountants in Australia,

CPA Australia or the National Institute of Accountants with 2 or
more years of continuous membership
8. A police officer
9. An agent of the Australian Postal Corporation who is in charge of
an office supplying postal services to the public
16. A Commissioner for Declarations
10. A permanent employee of the Australian Postal Corporation with 2

or more years of continuous service who is employed in an office
supplying postal services to the public
BTF14257-0313jj
17. A Commissioner for Affidavits
Page 3 of 3
27
For more information

BT TEF Investor Relations
GPO Box 3297
Sydney NSW 2001
1800 990 107
www.westpac.com.au/
structuredinvestments
BT14257-0313jj

BT Tailored Equities Facility, Information Memorandum

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BT Tailored Equities Facility, Information Memorandum

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BT Tailored

Protected Loan overview

Funding the exercise of Executive Options overview

How do I apply to transact through TEF?

Sellers and purchasers

American and European Options

Option Transaction timing

Dividends & franking credits

Fees and charges

Key benefits and risks of investing in Options

Examples of using Options

How does a Protected Loan work?

Using a Protected Loan to borrow money against

Protected Loan Transaction timing

Minimum Protected Loan Amount

Dividends & franking credits

Fees and charges

Key benefits and risks of investing with a Protected

An example of using a Protected Loan

Funding Executive Options using a Protected

An example of funding Executive Options with a

Terms and Conditions

Westpac Banking Corporation ABN 33 007 457 141, AFSL

What Securities are

Selected ASX-quoted securities and exchange-traded funds (ETFs) including generally

What is the Term of

TEF transactions may have a Term of up to five years, or as otherwise agreed by

What are the tax

Who can apply for TEF?

The following entities can apply for TEF:

What type of Options are

Who is the Option

What is a Call Option?

Investment Overview (Continued)

What is a Put Option?

A Collar operates economically in a similar way to a combination of a Put Option and a

What is the minimum

What is the Premium?

What is the Strike Price, the

What are the key benefits of

What are the key risks of

How does the Mortgage

Sold Call Option

1800 990 107

What happens at Expiry of an

What are the costs and fees?

Protected Loan overview

What is a Protected Loan?

What is the interest rate and

What is the minimum

How does limited recourse

What are the key benefits of

What are the key risks of

How does the Mortgage

What happens at Maturity?

What are the costs and fees?

`` interest on the Protected Loan;

Investment Overview (Continued)

How can a Protected Loan be

What are the key benefits?

What are the key risks?

What happens at Maturity?

What are the other features of

1800 990 107