Issue of Tier 2 capital – cleansing notice

24 January 2018
Market Announcements Office
ASX Limited
20 Bridge Street
Sydney NSW 2000
By e-lodgement
ASX Code: WBC
Dear Sir / Madam
Westpac Banking Corporation (“Westpac”) – issue of AUD185,000,000 Subordinated
Instruments (“Tier 2 Subordinated Instruments”)
Notice under section 708A(12H)(e) of the Corporations Act 2001 (Cth) (“Act”) as inserted by
ASIC Corporations (Regulatory Capital Securities) Instrument 2016/71 (“Instrument”)
1. Westpac will issue the Tier 2 Subordinated Instruments today. Offers of the Tier 2
Subordinated Instruments do not require disclosure to investors under Part 6D.2 of the Act.
2. The terms and conditions of the Tier 2 Subordinated Instruments (“Conditions”) are set out
on pages 47 to 109 of the Information Memorandum relating to Westpac’s
U.S.$70,000,000,000 Programme for the Issuance of Debt Instruments dated 23 June 2017
(“Information Memorandum”), as supplemented by the Pricing Supplement dated 23
January 2018, the form of which is attached to this notice as Annex A (“Pricing
Supplement”). The Information Memorandum was released to the Australian Securities
Exchange (“ASX”) on 26 June 2017 and may be viewed on www.asx.com.au.
3. The Tier 2 Subordinated Instruments will be treated as Tier 2 regulatory capital under the
Basel III capital adequacy framework as implemented in Australia by the Australian Prudential
Regulation Authority (“APRA”).
4. If APRA determines that Westpac is or would become non-viable, the Tier 2 Subordinated
Instruments may be:
(a) Converted into fully paid ordinary shares in the capital of Westpac; or
(b) immediately and irrevocably Written-off (and rights attaching to the Tier 2 Subordinated
Instruments terminated) if for any reason Conversion does not occur within five ASX
Business Days of APRA notifying Westpac of the determination,
in accordance with the Conditions.
5. In order to enable ordinary shares in the capital of Westpac issued on Conversion to be sold
without disclosure under Chapter 6D of the Act, Westpac has elected to give this notice under
section 708A(12H)(e) of the Act as inserted by the Instrument. The Conditions and the
information in the attached Schedule are included in, and form part of, this notice.
6. Westpac confirms that:
(a) the information in this notice remains current as at today’s date;
(b) this notice complies with section 708A of the Act, as notionally modified by the
Instrument; and

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(c) this notice complies with the content requirements of section 708A(12I) of the Act as
inserted by the Instrument.
7. Unless otherwise defined, capitalised expressions used in this notice have the meanings given
to them in the Information Memorandum or Pricing Supplement.

Yours faithfully



Timothy Hartin
Company Secretary
Westpac Banking Corporation


NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
This market announcement does not constitute an offer to sell or the solicitation of an offer to buy any
securities in the United States or any other jurisdiction. The securities offered have not been and will
not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold
in the United States or to, or for the account or benefit of, U.S. persons absent registration or an
applicable exemption from registration.

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SCHEDULE
A. Effect on Westpac of the offer of the Tier 2 Subordinated Instruments
The issuance of the Tier 2 Subordinated Instruments raises Tier 2 regulatory capital to satisfy Westpac’s
regulatory requirements and maintain the diversity of Westpac’s sources and types of capital funding.
The proceeds from the issue of the Tier 2 Subordinated Instruments will be used for general corporate
purposes. Those proceeds, less the costs of the issue, will be classified as loan capital in the financial
statements of Westpac. The issue of the Tier 2 Subordinated Instruments will not have a material impact on
Westpac’s financial position.
The proceeds of the issue, less the costs of the issue, will increase Westpac’s total capital ratio on a Level 2
basis by less than 0.1%.
B. Rights and liabilities attaching to the Tier 2 Subordinated Instruments
The rights and liabilities attaching to the Tier 2 Subordinated Instruments are set out in the Conditions as
supplemented by the Pricing Supplement.
C. Effect on Westpac of the issue of the ordinary shares if the Tier 2 Subordinated Instruments
are required to be Converted
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A key feature of APRA’s requirements for Tier 2 regulatory capital instruments is that they absorb losses at
the point of non-viability of the issuer. The Conditions include provisions that require the Tier 2 Subordinated
Instruments to be Converted into ordinary shares in the capital of Westpac or Written-off on the occurrence of
a Non-Viability Trigger Event. A Non-Viability Trigger Event will occur when APRA notifies Westpac in writing
that it believes that relevant non-viability circumstances (as described in the definition of “Non-Viability Trigger
Event” in the Conditions) subsist, which could occur at any time.
If a Non-Viability Trigger Event occurs and Westpac Converts the Tier 2 Subordinated Instruments and issues
ordinary shares to Holders (as required under the Conditions), the effect of Conversion on Westpac would be
to reduce loan capital by the principal amount, less any unamortised costs of the issue, of the Tier 2
Subordinated Instruments being converted and increase Westpac’s shareholders’ equity (ordinary share
capital) by a corresponding amount. APRA has not provided guidance as to how it would determine non‑
viability. Non-viability could be expected to include serious impairment of Westpac’s financial position,
concerns about its capital, funding or liquidity levels and/or insolvency.
The number of ordinary shares issued on Conversion is variable, but is limited to the Maximum Conversion
Number. Limiting the number of ordinary shares which may be issued to the Maximum Conversion Number
means that it is likely that Holders will receive a number of ordinary shares that have a market value that is
significantly less than the Outstanding Principal Amount of the Tier 2 Subordinated Instruments.
The Maximum Conversion Number is calculated based on a VWAP set to reflect 20% of the Issue Date
VWAP. The Maximum Conversion Number may be adjusted to reflect a consolidation, division or
reclassification or pro rata bonus issue, of ordinary shares. However, no adjustment will be made to it on
account of other transactions which may affect the price of ordinary shares, including for example, rights
issues, returns of capital, buy-backs or special dividends.
The Maximum Conversion Number is 320.3075 Westpac ordinary shares per Tier 2 Subordinated Instrument
(with a nominal value of AUD2,000), based on the Issue Date VWAP of AUD31.22. If Conversion of any Tier
2 Subordinated Instruments does not occur for any reason within five ASX Business Days after the
occurrence of the Non-Viability Trigger Event, the Tier 2 Subordinated Instruments will be Written-off, and all
corresponding rights and claims of Holders under the Conditions (including with respect to payments of
interest, the repayment of the Outstanding Principal Amount and upon Conversion, the receipt of ordinary
shares) will be immediately and irrevocably written-off and terminated, with effect on and from the Non-

1
If, in accordance with the Conditions, Westpac is replaced by an Approved Successor as debtor of the Tier 2
Subordinated Instruments and the issuer of ordinary shares, Tier 2 Subordinated Instruments may be converted into
fully paid ordinary shares in the capital of an Approved Successor in accordance with the Conditions. This notice
also enables ordinary shares in the capital of an Approved Successor which is a NOHC for the purposes of the
Banking Act 1959 (Cth) and the ultimate holding company of Westpac issued on Conversion to be sold without
disclosure under Chapter 6D of the Act. Refer to the Conditions and the Instrument for further information.

Page 4
Viability Trigger Event Date in accordance with the Conditions and investors will lose all or some of their
investment and will not receive any compensation.
D. Rights and liabilities attaching to the ordinary shares in the capital of Westpac
Westpac was registered on 23 August 2002 as a public company limited by shares under the Act. Westpac’s
constitution was most recently amended at the general meeting held on 13 December 2012 (“Constitution”,
as amended from time to time). The ordinary shares in the capital of Westpac are admitted to trading on ASX.
The rights attaching to the ordinary shares in the capital of Westpac are set out in the Act and the
Constitution.
In addition, the rights and liabilities attaching to the ordinary shares in the capital of Westpac are described on
pages 267 to 268 of the 2017 Westpac Group Annual Report and pages 149 to 151 of the Information
Memorandum
2
. The Annual Report was released to ASX on 8 November 2017 and may be viewed at
www.asx.com.au, and is also available on the Westpac website at www.westpac.com.au/investorcentre.
E. Additional information
Information about the Tier 2 Subordinated Instruments is contained in the Information Memorandum and the
Pricing Supplement.
Westpac is a disclosing entity for the purposes of the Act and, as a result, is subject to regular reporting and
disclosure obligations under the Act and the ASX Listing Rules. In addition, Westpac must notify ASX
immediately (subject to certain exceptions) if it becomes aware of information about Westpac that a
reasonable person would expect to have a material effect on the price or value of its listed securities, including
ordinary shares in the capital of Westpac.
Copies of documents lodged with the Australian Securities and Investments Commission (“ASIC”) can be
obtained from, or inspected at, an ASIC office and Westpac’s ASX announcements may be viewed on
www.asx.com.au.
Any person has the right to obtain copies of:
 Westpac’s half-yearly and annual financial reports; and
 any continuous disclosure notices given by Westpac after the lodgement of the 2017 Westpac Group
Annual Report, but before the date of this notice,
from www.westpac.com.au/investorcentre, or by request made in writing to Westpac at:
Westpac Group Secretariat
Level 20
Westpac Place
275 Kent Street
Sydney NSW 2000.


2
If, in accordance with the Conditions, Westpac is replaced by an Approved Successor as debtor of the Tier 2
Subordinated Instruments and the issuer of ordinary shares, then on Conversion Holders will be issued with fully paid
ordinary shares in the capital of the Approved Successor.

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ANNEX A

Form of Pricing Supplement dated 23 January 2018

1
MIFID II product governance – Any distributor subject to Directive 2014/65/EU, as amended (“MiFID II”)
that is offering, selling or recommending the Subordinated Instruments is responsible for undertaking its
own target market assessment in respect of the Subordinated Instruments and determining its own
distribution channels for the purposes of the MiFID product governance rules under Commission Delegated
Directive (EU) 2017/593, as amended (the “Delegated Directive”). Neither the Issuer nor the Lead
Managers make any representations or warranties as to a distributor’s compliance with the Delegated
Directive.
PRIIPS REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Subordinated
Instruments are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11)
of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC (the Insurance
Mediation Directive), as amended, where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by
Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”), for offering or selling the
Subordinated Instruments or otherwise making them available to retail investors in the EEA has been
prepared and therefore offering or selling the Subordinated Instruments or otherwise making them available
to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
THIS PRICING SUPPLEMENT HAS BEEN ISSUED IN RESPECT OF INSTRUMENTS WHICH ARE NOT
ADMITTED TO THE OFFICIAL LIST OF THE UK FINANCIAL CONDUCT AUTHORITY OR TO ANY
OTHER EUROPEAN ECONOMIC AREA REGULATED MARKET OR OFFERED TO THE PUBLIC IN THE
EUROPEAN ECONOMIC AREA FOR THE PURPOSES OF THE PROSPECTUS DIRECTIVE. THE
PRICING SUPPLEMENT HAS NOT BEEN REVIEWED OR APPROVED BY THE UK LISTING
AUTHORITY AND DOES NOT CONSITUTE A PROSPECTUS FOR THE PURPOSES OF THE
PROSPECTUS DIRECTIVE.
PRICING SUPPLEMENT
Series No.: 1361
Tranche No.: 1
WESTPAC BANKING CORPORATION ABN 33 007 457 141
Programme for the Issuance of Debt Instruments
Issue of
AUD185,000,000
Fixed Rate Subordinated Instruments due January 2048
by Westpac Banking Corporation

2
This document constitutes the Pricing Supplement relating to the issue of Subordinated Instruments
described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Terms
and Conditions (the “Terms and Conditions”) set forth in the Information Memorandum dated 23 June
2017 (the “Information Memorandum”). This Pricing Supplement must be read in conjunction with the
Information Memorandum.
Full information on the Issuer and the Subordinated Instruments described herein is only available on the
basis of a combination of this Pricing Supplement and the Information Memorandum. The Information
Memorandum is available for viewing at Camomile Court, 23 Camomile Street, London EC3A 7LL, United
Kingdom and copies may be obtained from the Specified Offices of the Paying Agents.
Part A: Contractual Terms
The Subordinated Instruments being purchased have the following terms:
1 Issuer : Westpac Banking Corporation, acting through its
head office
2 Date of Board Approval of the Issuer : Not applicable, save as discussed in Section 2
of the “General Information” section of the
Information Memorandum
3 Status : Subordinated
The primary method of loss absorption is
Conversion, subject to possible Write-off in
accordance with Condition 5.3.
For the purposes of:
 Condition 6.1, the formula to be used for
calculating the Conversion Number, P is
0.99; and
 Condition 6.10(b), the Clearing System
Cut-off Date is 10 Business Days prior to
the Non-Viability Trigger Event Date.
4 Specified Currency:
(i) of denomination
(ii) of payment

:
:

Australian Dollars (“AUD”)
AUD
5 Aggregate Principal Amount of Tranche : AUD185,000,000
6 If interchangeable with existing Series,
Series No.
: Not applicable
7 Issue Date : 24 January 2018

3
8 Interest Commencement Date : Issue Date
9 Issue Price : 100 per cent. of the Aggregate Principal Amount
of Tranche
10 Maturity Date : 24 January 2048, subject to adjustment in
accordance with the Business Day Convention
specified at paragraph 17(viii)
11 Total Expenses related to admission to
trading
: AUD5,000 in respect of admission to trading
12 Form of Subordinated Instruments: : Bearer
(i) Initially represented by a Temporary
Global Instrument or Permanent
Global Instrument
: Temporary Global Instrument
(ii) Temporary Global Instrument
exchangeable for a Permanent
Global Instrument or for Definitive
Instruments
: Yes. The Exchange Date shall be no earlier than
40 days after the Issue Date
(iii) Permanent Global Instrument
exchangeable at the option of the
bearer for Definitive Instruments
: No. Permanent Global Instruments are only
exchangeable for Definitive Instruments in the
limited circumstances set out in Condition 2.5(a)
and (b)
(iv) Talons for future Coupons to be
attached to Definitive Instruments
: Yes. As the Subordinated Instruments have
more than 28 Coupons, Talons will be attached
13 Denomination : AUD200,000 and integral multiples of AUD2,000
in excess thereof
14 Calculation Amount AUD2,000
15 Type of Subordinated Instrument(s) : Fixed Rate Subordinated Instruments
16 Interest : 5.00 per cent. per annum Fixed Rate
17 Fixed Rate Subordinated Instruments :
Applicable

4
(i) Fixed Coupon Amount : AUD100 per Calculation Amount

(N.B. The Fixed Coupon Amount will not apply if
the Outstanding Principal Amount of each
Subordinated Instrument has been adjusted in
accordance with paragraph (c) of the definition
of Outstanding Principal Amount and the
amount of interest payable in respect of each
Subordinated Instrument for such Interest
Accrual Period shall be calculated in
accordance with Condition 7.2(d))
(ii) Interest Rate : 5.00 per cent. per annum payable annually in
arrear
(iii) Interest Commencement Date (if not
Issue Date)
: Issue Date
(iv) Interest Payment Date(s) : 24 January of each year commencing on 24
January 2019 up to and including the Maturity
Date, subject to adjustment in accordance with
the Business Day Convention specified at
paragraph 17(viii) below
(v) Interest Period End Date(s) : 24 January of each year commencing on 24
January 2019 up to and including 24 January
2048
(vi) Day Count Fraction : Actual/Actual (ICMA)
(vii) Broken Amount : Not applicable
(viii) Applicable Business Day Convention
- for Interest Payment Dates:
- for Interest Period End Dates:
- for Maturity Date:
- any other date:
:
Following Business Day Convention
No adjustment
Following Business Day Convention
No adjustment
(ix) Additional Business Centre(s) : London and Sydney
18 Floating Rate Subordinated Instruments : Not applicable
19 Final Redemption Amount of each
Subordinated Instrument
: AUD2,000 per Calculation Amount
20 Early Redemption at the option of the
Issuer (Call)
: Not applicable
21 Early Redemption (Adverse Tax Event) Condition 8.4 is applicable
(i) Early Redemption Amount (Adverse : AUD2,000 per Calculation Amount

5
Tax Event) of each Subordinated
Instrument
(ii) Series redeemable in part : Not applicable
(iii) Notice period(s) : As set out in Condition 8.7
(iv) Specify any additional conditions to
exercise of option
: Not applicable
22 Early Redemption (Regulatory Event) Condition 8.5 is applicable
(i) Early Redemption Amount
(Regulatory Event) of each
Subordinated Instrument
: AUD2,000 per Calculation Amount
(ii) Series redeemable in part : Not applicable
(iii) Notice period(s) : As set out in Condition 8.7
(iv) Specify any additional conditions to
exercise of option
: Not applicable
23 Early Termination (Event of Default) : Condition 11 is applicable
Early Termination Amount : AUD2,000 per Calculation Amount
24 Taxation : Condition 10.1 is applicable
25 Other terms and conditions : Not applicable
26 Lead Managers : The Toronto-Dominion Bank
Westpac Banking Corporation
27 Relevant Dealers : Lead Managers
28 Paying Agent(s) : As set out in the Information Memorandum
29 Calculation Agent : Fiscal Agent
30 Notices : Condition 16 applies
31 U.S. selling restrictions : Regulation S Category 2 restrictions apply to the
Subordinated Instruments
Not Rule 144A eligible
TEFRA D Rules apply to the Subordinated
Instruments

6
Part B: Other Information
1. Listing
: Application will be made for official quotation of
the Subordinated Instruments on the Australian
Securities Exchange’s wholesale Interest Rate
Securities Market
2. Ratings
: [●]
3. Interests of natural and legal persons
involved in the issue
: Save as discussed in the “Subscription and Sale”
section of the Information Memorandum, so far
as the Issuer is aware, no person involved in the
offer of the Subordinated Instruments has an
interest material to the offer.
4. Operational Information


(i) ISIN : XS1757523235

(ii) Common Code : 175752323

(iii) Common Depository/Lodging Agent : The Bank of New York Mellon

(iv) Any Clearing System other than
Euroclear and Clearstream
: Not applicable

(v) CMU Service Instrument Number: Not applicable

(vi) Settlement procedures Customary medium term note settlement and
payment procedures apply
5. Other

(i) Distribution of Information
Memorandum
: See pages 1 to 4 and the “Subscription and Sale”
section of the Information Memorandum
(ii) Other selling restrictions : See the “Subscription and Sale” section of the
Information Memorandum
(iii) Stabilisation Manager : Not applicable
(iv) Other amendments : Not applicable
(v) Additional disclosure : Yes. See paragraph (vi) below.
(vi) Documents incorporated by
reference
The initial paragraph on page 46 (“Documents
incorporated by reference”) of the Information
Memorandum be deemed amended as follows:
“The consolidated audited annual financial
statements (including the directors’ remuneration
report, auditors’ report thereon and the notes

7
thereto) appearing on pages 39 to 64 (inclusive),
pages 117 to 237 (inclusive) and pages 239 to
246 (inclusive) of the Issuer’s 2016 Annual
Report in respect of the year ended 30
September 2016 and the:
 consolidated audited annual financial
statements (including the directors’
remuneration report, auditors’ report
thereon and the notes thereto)
appearing on pages 40 to 65 (inclusive),
pages 121 to 241 (inclusive) and pages
243 to 250 (inclusive);
 “Information on Westpac – Competition”,
“Information on Westpac – Outlook”,
“Information on Westpac – Significant
developments” (subject to the inclusion
of the additional information below),
“Information on Westpac – Supervision
and regulation”, “Information on
Westpac – Anti-money laundering
regulation and related requirements” and
“Information on Westpac – Legal
proceedings” sections appearing on
pages 15 to 24 (inclusive);
 “Directors’ report – 1. Directors” section
appearing on pages 26 to 29 (inclusive);
 “Risk and risk management – Risk
factors” section appearing on pages 97
to 105 (inclusive)
of the Issuer’s 2017 Annual Report in respect of
the year ended 30 September 2017, shall be
deemed to be incorporated in, and to form part
of, this Information Memorandum.”
The following information shall be included before
the first paragraph under the heading
“Information on Westpac – Significant
developments” on page 17 of the Issuer’s 2017
Annual Report in respect of the year ended 30
September 2017:
“On 30 November, 2017, the Prime Minister and
Treasurer announced that the Australian
Government will establish a Royal Commission
into the alleged misconduct of Australia’s banks

8
and other financial services entities. The Prime
Minister and Treasurer stated that the “Inquiry will
consider the conduct of banks, insurers, financial
services providers and superannuation funds (not
including self-managed superannuation funds). It
will also consider how well equipped regulators
are to identify and address misconduct. It will not
inquire into other matters such as financial
stability or the resilience of our banks.”
Copies of the documents incorporated by
reference shall be available for inspection in
physical form during normal business hours at
the office of the Fiscal Agent (or the other
specified office(s) of the Paying Agent(s) in the
United Kingdom) specified on page 173 of the
Information Memorandum and at the registered
head office of the Issuer.