WEBNF Westpac Banking Corp Ltd (PK)

 

Exhibit 5.1

 

 

November 5, 2024

 

Westpac Banking Corporation

Westpac Place

275 Kent Street

Sydney, New South Wales 2000

Australia

 

Westpac Banking Corporation
Registration Statement on Form F-3

 

Ladies and Gentlemen:

 

We have acted as New York counsel to Westpac Banking Corporation (the “Bank”), a corporation incorporated in the Commonwealth of Australia (“Australia”) under the Corporations Act 2001 of Australia and registered in New South Wales, in connection with the filing with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), of a Registration Statement on Form F-3 (the “Registration Statement”), relating to the offer and sale by the Bank from time to time of senior debt securities of the Bank (the “Senior Debt Securities”) to be issued pursuant to an Indenture (the “Base Senior Indenture”), dated as of July 1, 1999, between the Bank and The Bank of New York Mellon, as successor to The Chase Manhattan Bank, as trustee (the “Trustee”), as supplemented and amended by the First Supplemental Indenture, dated as of August 27, 2009, between the Bank and the Trustee (the “First Supplemental Indenture”), the Fifth Supplemental Indenture, dated as of August 14, 2012, between the Bank and the Trustee (the “Fifth Supplemental Indenture”), the Seventeenth Supplemental Indenture, dated as of November 9, 2016, between the Bank and the Trustee (the “Seventeenth Supplemental Indenture”) and the Twenty-Fifth Supplemental Indenture, dated as of November 9, 2018, between the Bank and the Trustee (the “Twenty-Fifth Supplemental Indenture”) and the Twenty-Eight Supplemental Indenture, dated as of January 16, 2020, between the Bank and the Trustee (collectively with the Base Senior Indenture, the First Supplemental Indenture, the Fifth Supplemental Indenture, the Seventeenth Supplemental Indenture and the Twenty-Fifth Supplemental Indenture, the “Senior Indenture”).

 

In rendering the opinions expressed below, (a) we have examined and relied on the originals, or copies certified or otherwise identified to our satisfaction, of such agreements, documents and records of the Bank and such other instruments and certificates of public officials and officers and representatives of the Bank as we have deemed necessary or appropriate for the purposes of such opinions, (b) we have examined and relied as to factual matters upon, and have assumed the accuracy of, the statements made in the certificates of public officials and officers and representatives of the Bank and others delivered to us and (c) we have made such investigations of law as we have deemed necessary or appropriate as a basis for such opinions. In rendering the opinions expressed below, we have assumed with your permission, without independent investigation or inquiry, (i) the power and authority of the Trustee to enter into and perform its obligations under each of the Indentures, (ii) the due authorization, execution and delivery of each of the Indentures by the Trustee and (iii) the enforceability of each of the Indentures against the Trustee and the Subordinated Indenture, in so far as it is governed by the laws of Australia, against the Bank.

 

 

 

Based upon and subject to the foregoing and the assumptions, qualifications and limitations hereinafter set forth, we are of the opinion that when (i) the terms of the Senior Debt Securities have been duly authorized and approved by all necessary action of the Board of Directors of the Bank (the “Board of Directors”) or a duly authorized officer of the Bank pursuant to authority duly delegated by the Board of Directors of the Bank (an “Authorized Officer”), (ii) the terms of the Senior Debt Securities have been duly established in accordance with the Senior Indenture and so as not to violate any applicable law, rule or regulation or result in a default under or breach of any agreement or instrument binding upon the Bank and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Bank and (iii) the Senior Debt Securities have been duly executed, authenticated, issued and delivered as contemplated by the Registration Statement and any prospectus supplement relating thereto and in accordance with the Senior Indenture and any underwriting agreement relating to such issuance, against payment of the consideration fixed therefor by the Board of Directors or an Authorized Officer, the Senior Debt Securities will be validly issued and will constitute valid and binding obligations of the Bank enforceable against the Bank in accordance with their terms.

 

Our opinions set forth above are subject to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent transfer, reorganization and moratorium laws, and other similar laws relating to or affecting enforcement of creditors’ rights or remedies generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) concepts of good faith, reasonableness and fair dealing, and standards of materiality.

 

We express no opinion as to the laws of any jurisdiction other than the laws of the State of New York, as currently in effect.

 

We have relied upon the opinion, dated today and addressed to you, of King & Wood Mallesons, the Bank’s Australian counsel, as to certain matters of Australian law, and all of the assumptions and qualifications set forth in such opinion are incorporated herein.

 

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading “Validity of Securities” in the Prospectus forming a part thereof. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

	Very truly yours,
	/s/ Debevoise & Plimpton LLP

 

 

 

Exhibit 5.2

 

 

Philip Harvey Partner T + 61 2 9296 2484

 

5 November 2024

 

To	Westpac Banking Corporation Westpac Place 275 Kent Street SYDNEY NSW 2000

 

Dear Sirs and Mesdames

 

Westpac Banking Corporation (“Bank”)

SEC registered shelf for the issuance of Senior Debt Securities

 

We refer to the filing with the Securities and Exchange Commission (“SEC”) under the United States Securities Act 1933, as amended (“Securities Act”), of the following documents in respect of which we have acted as your legal advisers in New South Wales (“NSW”) and the Commonwealth of Australia (“Australia”) (together the “Relevant Jurisdictions”):

 

·

the Registration Statement of the Bank on Form F-3 dated 5 November 2024 relating to the registration of Senior Debt Securities (“Registration Statement”); and

 

·

the Prospectus dated 5 November 2024 (which forms part of the Registration Statement) (“Prospectus”).

 

Capitalised terms that are not defined in this opinion have the meaning given to them in the Registration Statement, unless the context otherwise requires.

 

This opinion relates only to the laws of the Relevant Jurisdictions, as interpreted by courts of the Relevant Jurisdictions, at 9.00am (Sydney time) on the date of this opinion. We express no opinion about the laws of any other jurisdiction or (except as expressly provided in paragraph 4) factual matters.

 

This opinion is given on the basis that it will be construed in accordance with the laws of NSW. Anyone relying on this opinion agrees that this opinion and all matters (including, without limitation, any liability) arising in any way from it are to be governed by the laws of NSW and will be subject to the non-exclusive jurisdiction of NSW.

 

 

 

 

Westpac Banking Corporation

5 November 2024

 

1

Documents

 

We have examined copies (certified or otherwise identified to our satisfaction) of, and rely on, the following documents:

 

(a)

the Registration Statement and the Prospectus and the following documents which are incorporated by reference into the Prospectus:

 

(i)

the annual report on Form 20-F for the year ended 30 September 2024;

 

(ii)

the information contained in Exhibit 1 (2024 Pillar 3 Report) to the Bank’s report on Form 6-K dated 5 November 2024; and

 

(iii)

the information contained in the Bank’s report on Form 6-K (Retirement of Group Executive, HR), excluding Exhibit 1, dated 5 November 2024; and

 

(iv)

the information contained in the Bank’s report on Form 6-K (Retirement of Non- Executive Directors), excluding Exhibit 1, dated 5 November 2024;

 

(b)

the Senior Indenture dated as of 1 July 1999 between the Bank and The Bank of New York Mellon (“Trustee”) as successor to The Chase Manhattan Bank relating to Senior Debt Securities (as supplemented and amended by the First Supplemental Indenture dated 27 August 2009 between the Bank and the Trustee, the Fifth Supplemental Indenture dated 14 August 2012 between the Bank and the Trustee, the Seventeenth Supplemental Indenture dated 9 November 2016 between the Bank and the Trustee, the Twenty-Fifth Supplemental Indenture dated 9 November 2018 between the Bank and the Trustee, and the Twenty Eighth Supplemental Indenture, dated 16 January 2020 between the Bank and the Trustee) (together, the “Indenture”);

 

(c)

the certificate of registration and the constitution (“Constitution”) of the Bank; and

 

(d)

the resolutions of the board of directors of the Bank and the approvals of officers of the Bank pursuant to those resolutions authorising the filing of the Registration Statement and the Prospectus and the execution and delivery of the Indenture.

 

In this opinion “laws” means the common law, principles of equity and laws constituted or evidenced by documents available to the public generally.

 

2

Assumptions

 

We have assumed:

 

(a)

the authenticity of all dates, signatures, seals, duty stamps and markings;

 

(b)

the completeness, and conformity to originals, of all documents submitted to us;

 

(c)

that:

 

(i)

all authorisations specified above remain in full force and effect; and

 

(ii)

all authorisations required for the Trustee to enter into the Indenture have been obtained and remain in full force and effect;

 

(d)

that:

 

(i)

any future amendment to the Indenture does not in any way affect the matters opined upon in this opinion;

 

(ii)

there has been no breach or repudiation of, or waiver of any rights or obligations under the Indenture; and

 

(iii)

the Bank and the Trustee remain ready, willing and able to perform their respective obligations under the Indenture;

 

(e)

that the Indenture has been executed and delivered by duly authorised signatories and delivered outside Australia in the form which we have examined and that all formalities required under the laws of the place of execution of the Indenture have been complied with by the Bank and the Trustee;

 

 

 

Westpac Banking Corporation

5 November 2024

 

(f)

that the obligations under the Indenture are valid and binding obligations of the Bank and the Trustee under all relevant laws (including the laws of the Relevant Jurisdictions except insofar as they affect the obligations of the Bank);

 

(g)

that all the provisions in the Indenture have been, and will be, strictly complied with by the Bank and the Trustee;

 

(h)

that:

 

(i)

the resolutions of the boards of directors referred to in paragraph 1(d) were properly passed (including that any meeting convened was properly convened);

 

(ii)

all directors who participated and voted were entitled so to do;

 

(iii)

the directors and officers of the Bank granting the approvals referred to in paragraph 1(d) have properly performed their duties; and

 

(iv)

all provisions relating to the declaration of directors’ interests or the power of interested directors to vote were duly observed,

 

but there is nothing in the searches referred to in paragraph 3 or on the face of the extract of the authorisations referred to in paragraph 1(d) that would lead us to believe otherwise;

 

(i)

that, if an obligation is to be performed in a jurisdiction outside Australia, its performance will not be contrary to an official directive, impossible or illegal under the law of that jurisdiction;

 

(j)

that neither the Australian Commissioner of Taxation nor any other governmental authority having the power to do so has given nor will give a statutory notice or direction requiring the Bank (or any person on its behalf) to deduct from sums payable by it to a person under the Indenture any taxes or other charges payable by the payee. It is unlikely that such a notice or direction would be given unless the amount of tax or other charges was in dispute or the payee had failed to pay tax or other charges payable by it;

 

(k)

that immediately following execution of the Indenture, the Bank was solvent;

 

(l)

that the Trustee is not a related party of the Bank for the purposes of the Corporations Act 2001 of Australia (“Corporations Act”); and

 

(m)

that no person has been, or will be, engaged in conduct that is unconscionable, dishonest or misleading or deceptive or likely to mislead or deceive (whether by act or omission) that might make any part of this opinion incorrect and there are no facts or circumstances not evident from the face of the Registration Statement or Prospectus that might make any part of this opinion incorrect.

 

We have not taken any steps to verify these assumptions and assume that you do not know or suspect that any of these assumptions is incorrect.

 

 

 

Westpac Banking Corporation

5 November 2024

 

3

Searches

 

We have examined and rely on:

 

(a)

an extract of company information for the Bank obtained from the Australian Securities and Investments Commission (“ASIC”) in Sydney;

 

(b)

the list of authorised deposit-taking institutions available from the website of the Australian Prudential Regulation Authority (“APRA”); and

 

(c)

a search of the insolvency notices website maintained by ASIC to determine if any notices have been published in relation to the Bank,

 

in each case as at, respectively, approximately 9.00 am local time on 5 November 2024.

 

These records are not necessarily complete or up to date. We have not examined documents filed by the Bank with ASIC or APRA nor have we made any other searches.

 

4

Opinion

 

On the foregoing basis and subject to the qualifications set out below, we are of the opinion that:

 

(a)

the Bank is incorporated and validly existing under the laws of Australia, is capable of suing and being sued in its corporate name and is authorised to carry on banking business under the Banking Act 1959 of Australia (“Banking Act”);

 

(b)

the Bank has the corporate power and authority to:

 

(i)

enter into the Indenture and observe its obligations under it; and

 

(ii)

issue the Senior Debt Securities and observe its obligations under them;

 

(c)

the Bank has taken all corporate action required on its part to authorise:

 

(i)

the filing of the Registration Statement, including the Prospectus, for the issue and sale of the Senior Debt Securities in an unlimited amount; and

 

(ii)

the execution, delivery and observance of its obligations under the Indenture and the Indenture has been duly executed and delivered by the Bank; and

 

(d)

insofar as the laws of the Relevant Jurisdictions are applicable, the Bank’s obligations under the Indenture are legal, valid, binding and (subject to the terms of the Indenture) enforceable obligations of the Bank; and

 

(e)

no ad valorem stamp duty is payable in the Relevant Jurisdictions on the Indenture or in connection with the observance of obligations under it.

 

The expression “enforceable” means that the relevant obligations are of a type that the courts in the Relevant Jurisdictions enforce and does not mean that the obligations will necessarily be enforced in all circumstances in accordance with their terms.

 

 

 

Westpac Banking Corporation

5 November 2024

 

5

Qualifications

 

This opinion is subject to the following qualifications:

 

(a)

the nature and enforcement of obligations may be affected by lapse of time, failure to take action or laws (including, without limitation, laws relating to bankruptcy, insolvency, liquidation, receivership, administration, reorganisation, reconstruction, fraudulent transfer or moratoria), certain equitable remedies, by general law doctrines or statutory relief in relation to matters such as fraud, misrepresentation, mistake, duress, unconscionable conduct, unfair contracts legislation, frustration, estoppel, waiver, lapse of time, penalties, courts retaining their ability to adjudicate, public policy or illegality or similar laws and defences generally affecting creditors’ rights;

 

(b)

an obligation and the rights of a creditor with respect to it may be affected by laws relating to insolvency (including, without limitation, administration) and by a specific court order obtained under laws and defences generally affecting creditors’ rights (including, in the case of the Bank, sections 13A and 16 of the Banking Act and section 86 of the Reserve Bank Act 1959 of Australia as described in the Prospectus);

 

(c)

the rights of a party to enforce its rights against the Bank may be limited or affected by:

 

(i)

breaches by that party of its obligations under the Indenture, or misrepresentations made by it in, or in connection with, the Indenture;

 

(ii)

conduct of that party which is unlawful;

 

(iii)

conduct of that party which gives rise to an estoppel or claim by the Bank; or

 

(iv)

the Australian Code of Banking Practice if adopted by that party;

 

(d)

the availability of certain equitable remedies (including, without limitation, injunctions and specific performance) is at the discretion of a court in the Relevant Jurisdictions;

 

(e)

an obligation to pay an amount may be unenforceable if the amount is held to constitute a penalty;

 

(f)

a provision that a statement, opinion, determination or other matter is final and conclusive will not necessarily prevent judicial enquiry into the merits of a claim by an aggrieved party;

 

(g)

the laws of the Relevant Jurisdictions may require that:

 

(i)

parties act reasonably and in good faith in their dealings with each other, including, without limitation, in exercising rights, powers or discretions or forming opinions;

 

(ii)

discretions are exercised reasonably; and

 

(iii)

opinions are based on good faith;

 

(h)

a party entering into the Indenture may, in doing so, be acting, or later be held to have acted, in the capacity of a trustee under an undocumented or partially documented constructive, implied or resulting trust which may have arisen as a consequence of that party’s conduct;

 

 

 

Westpac Banking Corporation

5 November 2024

 

(i)

the question whether a provision of the Indenture which is invalid or unenforceable may be severed from other provisions is determined at the discretion of a court in the Relevant Jurisdictions;

 

(j)

an indemnity for legal costs may be unenforceable;

 

(k)

we express no opinion as to:

 

(i)

any provision of a document that requires a person to do or not do something that is not clearly identified in the provision, or to comply with another document;

 

(ii)

provisions precluding oral amendments or waivers;

 

(iii)

except in paragraph 4(e), Australian tax law;

 

(iv)

whether the Bank is or will be complying with, or is or will be required to do or not to do anything by, the prudential standards, prudential regulations or any directions made by APRA or under the Banking Act;

 

(v)

the capital treatment of the Senior Debt Securities when issued;

 

(vi)

the accuracy, completeness, correctness or suitability of any formula, equation or mathematical calculation set out in any document. If any formula, equation or mathematical calculation is inaccurate, incomplete or unsuitable for the purpose of determining the amounts or matters for which it has been included, then a court may find that the relevant formula, equation or mathematical calculation is void for uncertainty; or

 

(vii)

any:

 

(A)

proposal to introduce or change a law, or any pending change in law;

 

(B)

law which has been enacted and has not commenced, or if it has commenced, has not started to apply; or

 

(C)

pending judgment, or the possibility of an appeal from a judgment, of any court,

 

or the implications of any of them;

 

(l)

laws in connection with sanctions, terrorism or money laundering may restrict or prohibit payments, transactions and dealings in certain cases;

 

 

 

Westpac Banking Corporation

5 November 2024

 

(m)

a court will not give effect to a currency indemnity, a choice of laws to govern a document or a submission to the jurisdiction of certain courts if to do so would be contrary to public policy in the Relevant Jurisdictions. However, we consider it is unlikely that a court in the Relevant Jurisdictions would reach such a conclusion in relation to New York law;

 

(n)

under laws relating to financial sector entities and related bodies (including the Banking Act and the Financial Sector (Transfer and Restructure) Act 1999 of Australia), neither a contract to which the Bank is a party nor any other party to a contract to which the Bank is a party may deny any obligations under that contract, accelerate any debt under that contract, close out any transaction relating to that contract or enforce security under that contract on grounds including that:

 

(i)

a Banking Act statutory manager (as defined in the Banking Act):

 

(A)

is in control or is appointed to take control of the Bank’s business or that of a related body; or

 

(B)

takes various actions in respect of any shares in the Bank or a related body;

 

(ii)

the Bank or a related body is subject to a direction by APRA; or

 

(iii)

APRA issues a certificate to transfer compulsorily all or part of the business of the Bank or a related body or an act is done for the purposes of such a transfer;

 

(o)

a payment made under mistake may be liable to restitution;

 

(p)

we express no opinion on whether unfair contract terms legislation applies to a document (e.g. if it is a standard form document), but note that if it does and the relevant document includes any provision which is an unfair term, among other things, that provision may be void and civil penalties may apply; and

 

(q)

we express no opinion in respect of the Registration Statement or the Prospectus (and for the avoidance of doubt, including the documents incorporated by reference in those documents) and we have not been, nor are we, responsible for verifying the accuracy of the facts, or the reasonableness of any statements of opinion, contained in those documents, or that no material facts have been omitted from them. Furthermore, we express no opinion as to whether the Registration Statement or the Prospectus contain all the information required in order for the issuance, offer and sale of any Senior Debt Securities not to constitute misleading or deceptive conduct within the meaning of the Corporations Act or any analogous prohibited conduct under any other law.

 

We consent to the filing of this opinion as an exhibit to the Registration Statement when filed by the Bank with the SEC, to this opinion being incorporated by reference in the Registration Statement and to the reference to our firm under the heading “Validity of Securities” in the Prospectus. In giving such consent, we do not thereby concede or admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC thereunder.

 

We also consent to Debevoise & Plimpton LLP relying on this opinion for the purpose of the opinion given by them and filed as an exhibit to the Registration Statement.

 

This opinion is strictly limited to the matters stated in it and does not apply by implication to other matters and we have no obligation to update it.

 

Yours faithfully

 

/s/ King & Wood Mallesons

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form F-3 of Westpac Banking Corporation of our report dated November 3, 2024 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in Westpac Banking Corporation's Annual Report on Form 20-F for the year ended September 30, 2024. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

 

/s/ PricewaterhouseCoopers
Sydney, Australia
November 5, 2024

 

 

 

Exhibit 24.1

 

POWER OF ATTORNEY

 

Each of the undersigned does hereby:

 

(i)

make, constitute and appoint each of, Michael Rowland, Chief Financial Officer, Joanne Dawson, Group Treasurer, Alexander Bischoff, Managing Director, Balance Sheet, Liquidity & Funding Management, Bharat Anand, General Manager, Group Finance, Stuart Brown, Managing Director, Head of Corporate and Institutional Banking, International and Regional Head Americas, Michael Clayton, General Counsel, Corporate, Treasury & WIB, Peter Bockos Counsel and Head of Legal, Group Treasury and Esther Choi, Lawyer, Europe & Americas, Legal, WIB (or any person from time to time acting in each such office or substantially similar office as shall replace it) acting alone, as his or her true and lawful attorney-in-fact and agent, with full power to act in his or her name, place and stead to execute on his or her behalf, as an officer and/or director of Westpac Banking Corporation (the “Bank”), a registration statement of the Bank on Form F-3 for the offer and sale, at any time or from time to time, of senior debt securities of the Bank (the “Senior Registration Statement”) and a registration statement of the Bank on Form F-3 for the offer and sale at any time or from time to time, of subordinated debt securities of the Bank (the “Subordinated Registration Statement”, and together with the Senior Registration Statement, the “Registration Statements” and each a “Registration Statement”), including a prospectus and exhibits to such Registration Statement, and any and all amendments or supplements to each Registration Statement (including any and all post-effective amendments, including post-effective amendments to register additional classes or types of securities) and any and all additional registration statements, and any amendments thereto, relating to the same offering of securities as those that are covered by each Registration Statement that are filed pursuant to Rule 462(b), and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933 (the “Act”), and any applicable securities exchange or securities self-regulatory body, and any and all other instruments which any of said attorneys-in-fact and agents deems necessary or advisable to enable the Bank to comply with the Act, the rules, regulations and requirements of the SEC in respect thereof, and, if applicable, the securities or Blue Sky laws of any State or other governmental subdivision;

 

(ii)

give and grant to each of said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing whatsoever necessary or appropriate to be done in and about the premises as he or she might or could do in person, with full power of substitution and resubstitution; and

 

(iii)

ratify and confirm all that his or her said attorneys-in-fact and agents or substitutes may or shall lawfully do or cause to be done by virtue hereof.

 

 

IN WITNESS WHEREOF, the undersigned has hereunto subscribed this power of attorney this 5th day of November 2024

 

/s/ Steven Gregg		Chairman
Steven Gregg
/s/ Tim Burroughs		Director
Tim Burroughs
/s/ Nerida Caesar		Director
Nerida Caesar
/s/ Audette Exel		Director
Audette Exel
/s/ Andy Maguire		Director
Andy Maguire
/s/ Peter Nash		Director
Peter Nash
/s/ Nora Scheinkestel		Director
Nora Scheinkestel
/s/ Margaret Seale		Director
Margaret Seale
/s/ Michael Ullmer		Director
Michael Ullmer
/s/ Peter King		Managing Director and Chief Executive Officer
Peter King		(Principal Executive Officer)
/s/ Michael Rowland		Chief Financial Officer
Michael Rowland		(Principal Financial Officer)
/s/ Bharat Anand		General Manager, Group Finance
Bharat Anand		(Principal Accounting Officer)
/s/ Esther Choi		Authorized Representative in the United States
Esther Choi

 

 

 

Exhibit 25.1

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM T-1

 

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)          ¨

 

 

THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)

 

New York (Jurisdiction of incorporation if not a U.S. national bank)	13-5160382 (I.R.S. employer identification no.)
240 Greenwich Street, New York, N.Y. (Address of principal executive offices)	10286 (Zip code)

 

 

Westpac Banking Corporation
(Exact name of obligor as specified in its charter)

 

Australia (State or other jurisdiction of incorporation or organization)	98-6008211 (I.R.S. employer identification no.)
275 Kent Street Sydney NSW 2000 Australia (Address of principal executive offices)	(Zip code)

 

 

Senior Debt Securities
(Title of the indenture securities)

 

 

 

1.

General information. Furnish the following information as to the Trustee:

 

(a)

Name and address of each examining or supervising authority to which it is subject.

 

	Name	Address
	Superintendent of the Department of Financial Services of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
	Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
	Federal Deposit Insurance Corporation	550 17th Street, NW Washington, D.C.  20429
	The Clearing House Association L.L.C.	100 Broad Street New York, N.Y. 10004

 

(b)

Whether it is authorized to exercise corporate trust powers.

 

Yes.

 

2.

Affiliations with Obligor.

 

If the obligor is an affiliate of the trustee, describe each such affiliation.

 

None.

 

16.

List of Exhibits.

 

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act").

 

1.

A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

 

 

4.

A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-261533).

 

6.

The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-229519).

 

7.

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

 

 

SIGNATURE

 

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and State of New York, on the
28th day of October, 2024.

 

	THE BANK OF NEW YORK MELLON
	By:	/s/ Francine Kincaid
		Name:	Francine Kincaid
		Title:	Vice President

 

 

Exhibit 7

 

Consolidated Report of Condition of

 

THE BANK OF NEW YORK MELLON

 

of 240 Greenwich Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

 

a member of the Federal Reserve System, at the close of business June 30, 2024, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

 

ASSETS		Dollar amounts in thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin			4,447,000
Interest-bearing balances			124,648,000
Securities:
Held-to-maturity securities			46,429,000
Available-for-sale debt securities			90,238,000
Equity securities with readily determinable fair values not held for trading			0
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices			0
Securities purchased under agreements to resell			14,252,000
Loans and lease financing receivables:
Loans and leases held for sale			0
Loans and leases held for investment			36,567,000
LESS: Allowance for credit losses on loans and leases			266,000
Loans and leases held for investment, net of allowance			36,301,000
Trading assets			5,138,000
Premises and fixed assets (including right-of-use assets)			2,859,000
Other real estate owned			0
Investments in unconsolidated subsidiaries and associated companies			1,426,000
Direct and indirect investments in real estate ventures			0
Intangible assets			6,894,000
Other assets			19,174,000
Total assets			351,806,000
LIABILITIES
Deposits:
In domestic offices			202,091,000
Noninterest-bearing			56,250,000
Interest-bearing			145,841,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs			103,656,000
Noninterest-bearing			4,979,000
Interest-bearing			98,677,000
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices			0
Securities sold under agreements to repurchase			3,971,000
Trading liabilities			1,864,000
Other borrowed money:(includes mortgage indebtedness and obligations under capitalized leases)			3,843,000
Not applicable
Not applicable
Subordinated notes and debentures			0
Other liabilities			8,819,000
Total liabilities			324,244,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus			0
Common stock			1,135,000
Surplus (exclude all surplus related to preferred stock)			12,377,000
Retained earnings			17,418,000
Accumulated other comprehensive income			-3,368,000
Other equity capital components			0
Total bank equity capital			27,562,000
Noncontrolling (minority) interests in consolidated subsidiaries			0
Total equity capital			27,562,000
Total liabilities and equity capital			351,806,000

 

 

I, Dermot McDonogh, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

 

Dermot McDonogh
Chief Financial Officer

 

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

 

Robin A. Vince Jeffrey A. Goldstein Joseph J. Echevarria

Directors

 

 

v3.24.3

Submission	Oct. 31, 2024
Submission [Line Items]
Central Index Key	0000719245
Registrant Name	WESTPAC BANKING CORP
Form Type	F-3
Submission Type	F-3ASR
Fee Exhibit Type	EX-FILING FEES

v3.24.3

Offerings - Offering: 1	Oct. 31, 2024
Offering:
Fee Previously Paid	false
Rule 457(r)	true
Security Type	Debt
Security Class Title	Senior Debt Securities
Fee Rate	0.01531%
Offering Note	(1) An unspecified aggregate initial offering price and number or amount of the securities of each identified class is being registered as may from time to time be sold at unspecified prices. The registrant is relying on Rule 456(b) and Rule 457(r) under the Securities Act of 1933, as amended, to defer payment of all of the registration fee. Also includes an unspecified number of securities that may be offered or sold by the registrant or a subsidiary of the registrant. These securities consist of an indeterminate amount of such securities that are initially being registered, and will initially be offered and sold, under this registration statement and an indeterminate amount of such securities that were initially registered, and were initially offered and sold under, registration statements previously filed by the registrant. All such market making transactions with respect to these securities that are made pursuant to a registration statement after the effectiveness of this registration statement are being made solely pursuant to this registration statement. (2) Pursuant to Rule 457(q) under the Securities Act of 1933, as amended, no separate registration fee is required for the registration of an indeterminate amount of securities to be offered solely for market making purposes by affiliates of the registrant.

v3.24.3

Fees Summary	Oct. 31, 2024 USD ($)
Fees Summary [Line Items]
Total Offering	$ 0.00
Previously Paid Amount	0.00
Total Fee Amount	0.00
Total Offset Amount	0.00
Net Fee	$ 0.00

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