Westpac Banking Corporation/Announcement

Westpac Capital Notes 5 Replacement Prospectus

Capital Raise12 February 2018WBCFinancials

WARNING – Westpac Capital Notes 5 are not deposit liabilities of Westpac, are riskier than bank deposits and may not be suitable for some investors.
Their overall complexity may make them difficult to understand and the risks associated with the Notes could result in the loss of all of your investment.
If you do not fully understand how they work or the risks associated with them, you should obtain professional advice.
Issuer
Westpac Banking Corporation
ABN 33 007 457 141
Date of this Prospectus
13 February 2018
Arranger
Westpac Institutional Bank
Joint Lead Managers
Westpac Institutional Bank
ANZ Securities Limited
Commonwealth Bank of Australia
J.P. Morgan Australia Limited
Morgans Financial Limited
National Australia Bank Limited
UBS AG, Australia Branch
Co-Managers
Bell Potter Securities Limited
Crestone Wealth Management
Evans and Partners Pty Limited
JBWere Limited
Macquarie Equities Limited
Ord Minnett Limited
Shaw and Partners Limited
Online Manager
Westpac Online Investing
Westpac Capital Notes 5
Prospectus and Westpac CPS Reinvestment Offer Information

Important notices
About this Prospectus
This Prospectus relates to the offer of Westpac Capital Notes 5 (“Notes”) at
an Issue Price of $100 each to raise approximately $1.45 billion with the ability
to raise more or less.
The Westpac Capital Notes 5 offered under this Prospectus are designated
as Series 2018-1.
This Prospectus is dated 13 February 2018 and was lodged with the Australian
Securities and Investments Commission (“ASIC”) on that date. This is a
replacement prospectus which replaces the prospectus dated 5 February
2018 and lodged with ASIC on that date ("Original Prospectus"). ASIC and
ASX Limited (“ASX”) take no responsibility for the content of this Prospectus
nor for the merits of the investment to which this Prospectus relates. This
Prospectus expires on the date which is 13 months after the date of the Original
Prospectus (“Expiry Date”) and no Notes will be issued or transferred on the
basis of this Prospectus after the Expiry Date.
Status of Westpac Capital Notes 5
Westpac Capital Notes 5 are fully paid, non-cumulative, convertible,
transferable, redeemable, subordinated
1
, perpetual, unsecured notes issued
by Westpac.
The Notes are not deposit liabilities or protected accounts of Westpac for the
purposes of the Banking Act or Financial Claims Scheme and are not subject
to the depositor protection provisions of Australian banking legislation
(including the Australian Government guarantee of certain bank deposits).
Investment-type products are subject to investment risk, including possible
delays in payment and loss of income and principal invested. Except as required
by law, and only to the extent so required, neither Westpac nor any other
person in any way warrants or guarantees the capital value or performance of
the Notes, the performance of Westpac or any particular rate of return on any
investment made under this Prospectus. If a Capital Trigger Event or Non-
Viability Trigger Event occurs, Westpac will be required to Convert some or all
of the Notes (or, where Conversion does not occur for any reason and Ordinary
Shares are not issued for any reason, then: (i) those Notes will not be Converted
in respect of such Capital Trigger Event or Non-Viability Trigger Event (as the
case may be) and will not be Converted, Redeemed or Transferred on any
subsequent date; (ii) all rights in relation to those Notes will be terminated
immediately on the Capital Trigger Event Conversion Date or Non-Viability
Trigger Event Conversion Date (as the case may be); and (iii) Holders will suffer
loss as a consequence).
If Conversion occurs in these circumstances, Holders may (in the case
of a Capital Trigger Event) and are likely to (in the case of a Non-Viability
Trigger Event) receive Ordinary Shares that are worth significantly less than the
Face Value of the Notes. If Holders receive Ordinary Shares worth less than the
Face Value of the Notes, they will suffer loss as a consequence.
Defined words and expressions
Some words and expressions used in this Prospectus are capitalised as
they have defined meanings. The Glossary in Appendix A and clause 16.2
of the Westpac Capital Notes 5 Terms in Appendix B define these words
and expressions.
A reference to time in this Prospectus is to Sydney time, unless otherwise
stated. A reference to $, A$, dollars and cents is to Australian currency, unless
otherwise stated.
No representations other than in this Prospectus
You should rely only on information in this Prospectus. No person is authorised
to provide any information or to make any representations in connection
with the Offer which are not contained in this Prospectus. Any information or
representations not contained in this Prospectus may not be relied upon as
having been authorised by Westpac in connection with the Offer.
Past performance information
The financial information provided in this Prospectus is for information
purposes only and is not a forecast of operating results to be expected in future
periods. Past performance is not a reliable indication of future performance.
This Prospectus does not provide investment advice – you
should seek your own professional investment advice
The information in this Prospectus is not investment advice and has been
prepared without taking into account your investment objectives, financial
situation and particular needs (including financial and taxation considerations)
as an investor. You should consider the appropriateness of the Notes having
regard to these factors before deciding to apply for any Notes. It is important
that you read the entire Prospectus (including the investment risks described
in Sections 1.5 and 5) and seek professional investment advice from your
financial adviser or other professional adviser before deciding whether to
apply for any Notes.
Except for any liability which cannot be excluded by law, each Joint Lead
Manager and its respective directors, officers, employees and advisers expressly
disclaims and does not accept any liability for the contents of this Prospectus,
the Notes or the Offer.
This Prospectus also contains information in relation to (amongst other things)
the Reinvestment Offer. Neither Westpac nor any other person is providing any
investment advice or making any recommendation to Eligible Westpac CPS
Holders in respect of the Reinvestment Offer.
Restrictions in foreign jurisdictions
This Offer is being made in Australia only and this Prospectus does not constitute
an offer in any jurisdiction in which, or to any person to whom, it would not be
lawful to make such an offer. No action has been taken to register or qualify
the Notes or the Offer or to otherwise permit a public offering of the Notes in
any jurisdiction outside Australia. The distribution of this Prospectus (including
an electronic copy) in jurisdictions outside Australia may be restricted by law.
You should read the foreign selling restrictions (including, in particular, the
restrictions in the United States and on US Persons) in Section 7.12. If you come
into possession of this Prospectus in jurisdictions outside Australia, you should
seek advice on, and observe, any such restrictions. If you fail to comply with such
restrictions that failure may constitute a violation of applicable securities laws.
Exposure period
The Corporations Act prohibits the acceptance of Applications during the
seven day period after the date the Original Prospectus was lodged with ASIC.
This period is referred to as the “exposure period” and ASIC may extend this
period by up to a further seven days (that is up to 14 days in total). The purpose
of the exposure period was to enable the Original Prospectus to be examined
by market participants before the Opening Date.
How to obtain a Prospectus and an Application Form
During the Offer Period:
• Eligible Westpac CPS Holders will either be emailed a link to the electronic
version of the Prospectus and online Reinvestment Application Form or
will be mailed a printed Prospectus with a personalised Reinvestment
Application Form (based on their communications election).
• Eligible Securityholders may view the electronic version of the
Prospectus and the Securityholder Application Form online through
www.westpac.com.au/westpaccapnotes5 or obtain a printed Prospectus
with a personalised Securityholder Application Form accompanying it by:
–registering online to receive a Prospectus and a Securityholder
Application Form through www.westpac.com.au/westpaccapnotes5; or
–calling the Westpac Capital Notes 5 Information Line (Monday to
Friday, 8.30am to 5.30pm, Sydney time) on 1300 784 494.
• Broker Firm Applicants can obtain a copy of this Prospectus, including a
Broker Firm Application Form, by downloading an electronic copy from
www.westpac.com.au/westpaccapnotes5 or from their Syndicate Broker.
An electronic copy of this Prospectus can be downloaded at
www.westpac.com.au/westpaccapnotes5.
This Prospectus is only available electronically to persons accessing and
downloading or printing the electronic version of this Prospectus in Australia.
If you access an electronic copy of this Prospectus, you should ensure that you
download and read the entire Prospectus.
The Corporations Act prohibits any person from passing the Application
Form on to another person unless it is attached to a printed Prospectus or the
complete and unaltered electronic version of this Prospectus.
Applications for Westpac Capital Notes 5
Applications for any Notes under this Prospectus may only be made during
the Offer Period on an Application Form attached to or accompanying
this Prospectus including, in the case of Eligible Westpac CPS Holders
and Eligible Securityholders, by submitting an online Application through
www.westpac.com.au/westpaccapnotes5.
For information on who is eligible to apply for any Notes under the Offer and
how to make an Application – see Section 8 and the Application Form.
No withdrawal of Application
You cannot withdraw your Application once it has been lodged, except
as permitted under the Corporations Act.
Refunds
If you are Allocated less than the number of Notes that you applied for, you
will receive a refund as soon as possible after the Issue Date. If the Offer
does not proceed, any Application Payment you have made will be refunded
to you. No interest will be payable on Application Payments.
Trading in Westpac Capital Notes 5
It is your responsibility to determine your Allocation before trading in Notes
to avoid the risk of selling Notes you do not own. To assist you in determining
your Allocation before the receipt of your Holding Statement, you may call
the Westpac Capital Notes 5 Information Line (Monday to Friday, 8.30am to
5.30pm, Sydney time) on 1300 784 494 if you are an Eligible Westpac CPS
Holder or Eligible Securityholder, or contact your Syndicate Broker if you are
a Broker Firm Applicant. If you sell Notes before you receive confirmation of
your Allocation, you do so at your own risk.
Providing personal information
You will be asked to provide personal information to Westpac (directly or via
its agents, including the Registrar) if you apply for any Notes. See Section 7.13
for information on how Westpac (and its agents, including the Registrar on its
behalf) collects, holds and uses this personal information. You can also obtain
a copy of Westpac’s privacy policy at www.westpac.com.au/privacy.
Incorporation by reference
Information contained in or accessible through the documents or websites
mentioned in this Prospectus does not form part of this Prospectus unless it is
specifically stated that the document or website is incorporated by reference
and forms part of this Prospectus.
1. See Sections 1.4 and 2.7 for a description of how the Notes
will rank in a Winding Up.

1
APPENDIX B
2
3
4
5
6
7
8
APPENDIX A

1
Table of contents
Important notices Inside front cover
Guidance for retail investors 2
Key dates 3
1. Investment overview 4
2. Information about Westpac Capital Notes 5 18
3. Reinvestment Offer for Westpac CPS holders 39
4. About Westpac 45
5. Investment risks 54
6. Australian tax summary 71
7. Other information 76
8. Applying for Westpac Capital Notes 5 83
Appendix A: Glossary 89
Appendix B: Westpac Capital Notes 5 Terms 100
Broker Firm Application Form
Corporate directory Inside back cover

2
Westpac Capital Notes 5
Guidance for retail investors
1. Read this
Prospectus
in full
• If you are considering applying for any Notes under the Offer, this Prospectus is important and
should be read in its entirety.
• You should have particular regard to the:
– “Investment overview” in Section 1 and “Information about Westpac Capital Notes 5”
in Section 2;
– “Reinvestment Offer for Westpac CPS holders“ in Section 3 (if you are an Eligible Westpac
CPS Holder);
– “Investment risks” in Section 5; and
– “Westpac Capital Notes 5 Terms” in Appendix B.
• In considering whether to apply for any Notes, it is important to consider all risks and other
information regarding an investment in the Notes in light of your particular investment
objectives and circumstances.
• Westpac Capital Notes 5 are not deposit liabilities of Westpac, are riskier than bank deposits
and may not be suitable for some investors. Their overall complexity may make them difficult
to understand and the risks associated with the Notes could result in the loss of all of your
investment. If you do not fully understand how they work or the risks associated with them,
you should obtain professional advice.
2. Speak to your
professional
adviser
• You should seek professional advice from your stockbroker, solicitor, accountant or other
independent and qualified professional adviser about the Offer.
• ASIC has published guidance on how to choose a professional adviser on its MoneySmart
website. You can also search ‘choosing a financial adviser’ at www.moneysmart.gov.au.
3. Consider the
ASIC guidance
for retail
investors
• Further guidance on investing in bank hybrid securities can be found on ASIC’s MoneySmart
website at www.moneysmart.gov.au or via a link at www.westpac.com.au/westpaccapnotes5.
• A free copy of the ASIC guidance may also be obtained by calling ASIC on 1300 300 630
(from within Australia) or +61 3 5177 3988 (from outside Australia).
4. Learn more
about investing
in bank hybrid
securities
• Westpac’s Guide to Bank Hybrids, a web-based guide to help investors understand some
of the typical features and risks associated with an investment in bank hybrid securities, is
available at www.westpac.com.au/bankhybridguide. The Guide to Bank Hybrids provides a
brief overview of hybrid investments, including how to invest in an Australian bank and the
typical features and risks of different types of bank hybrids. The Guide to Bank Hybrids may
be helpful when you are considering an investment in the Notes.
5. Obtain further
information
about Westpac
and Westpac
Capital Notes 5
• Westpac is a disclosing entity for the purposes of the Corporations Act and, as a result, is
subject to regular reporting and disclosure obligations under the Corporations 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 securities, including the Notes.
• Copies of documents lodged with ASIC can be obtained from, or inspected at, an ASIC
office and Westpac’s ASX announcements may be viewed on www.asx.com.au (ASX code
WBC). Further information about Westpac, including Westpac’s half-yearly and annual
financial reports, presentations and other investor information, can be obtained from
www.westpac.com.au/investorcentre.
6. Enquiries• If you have any questions in relation to the Offer, please call the Westpac Capital Notes 5
Information Line (Monday to Friday, 8.30am to 5.30pm, Sydney time) on 1300 784 494 (local
call cost within Australia) or contact your financial adviser or other professional adviser.

1
APPENDIX B
2
3
4
5
6
7
8
APPENDIX A

3
Key dates
Key dates for the Offer
Record date for determining Eligible Securityholders (7.00pm Sydney time) 29 January 2018
Announcement of the Offer and lodgement of the Original Prospectus with ASIC 5 February 2018
Bookbuild 9 February 2018
Announcement of Margin 9 February 2018
Lodgement of this Prospectus with ASIC 13 February 2018
Opening Date 13 February 2018
Closing Date for the Securityholder Offer (5.00pm Sydney time) 6 March 2018
Closing Date for the Broker Firm Offer (5.00pm Sydney time) 6 March 2018
Issue Date of Notes 13 March 2018
Commencement of deferred settlement trading 14 March 2018
Holding Statements dispatched by 20 March 2018
Commencement of normal settlement trading 21 March 2018
Key dates for Westpac Capital Notes 5
Record Date for first Distribution 14 June 2018
First Distribution Payment Date
1
22 June 2018
Option for Westpac to Convert
2
, Redeem
3
or Transfer the Notes 22 September 2025
Scheduled Conversion Date
4
22 September 2027
Key dates for the Reinvestment Offer
Reinvestment Offer Record Date for determining Eligible Westpac CPS Holders (7.00pm Sydney time) 29 January 2018
Opening Date for the Reinvestment Offer 13 February 2018
Ex-date for Pro-Rata Westpac CPS Dividend 2 March 2018
Record date for Pro-Rata Westpac CPS Dividend (7.00pm Sydney time) 5 March 2018
Closing Date for the Reinvestment Offer (5.00pm Sydney time) 6 March 2018
Expected date of transfer of Participating Westpac CPS to Westpac CPS Nominated Party 13 March 2018
Issue Date of Notes for the Reinvestment Offer 13 March 2018
Payment date for Pro-Rata Westpac CPS Dividend
5
13 March 2018
Key dates for the Non-Participating Westpac CPS
Ex-date for Pro-Rata Westpac CPS Dividend 2 March 2018
Record date for Pro-Rata Westpac CPS Dividend (7.00pm Sydney time) 5 March 2018
Payment date for Pro-Rata Westpac CPS Dividend
5
13 March 2018
Last day of trading in Westpac CPS 14 March 2018
Ex-date for Final Westpac CPS Dividend on Non-Participating Westpac CPS 22 March 2018
Record date for Final Westpac CPS Dividend on Non-Participating Westpac CPS (7.00pm Sydney time) 23 March 2018
Payment date for Final Westpac CPS Dividend on Non-Participating Westpac CPS
5
3 April 2018
6
Expected date of transfer of Non-Participating Westpac CPS to Westpac CPS Nominated Party 3 April 2018
6
Dates may change
These dates are indicative only and may change. Westpac and the Joint Lead Managers may, in their absolute discretion,
close the Offer early or extend the Offer Period without notice. Westpac may also withdraw the Offer at any time before
Notes are issued. Accordingly, if you wish to apply for any Notes, you are encouraged to do so as soon as possible after the
Opening Date.
Except as otherwise specified in the Westpac Capital Notes 5 Terms, if any of these dates are not Business Days and an
event under the Westpac Capital Notes 5 Terms is stipulated to occur on that day, then the event will occur on the next
Business Day.
1. Distributions are payable quarterly, subject to satisfaction of the Distribution Payment Conditions – see Section 2.1.9.
2. Subject to satisfaction of the Optional Conversion Restriction – see Section 2.4.2.
3. There can be no certainty that APRA will provide its prior written approval for any such Redemption.
4. Conversion of the Notes to Ordinary Shares on this date is subject to satisfaction of the Scheduled Conversion Conditions – see Section 2.2.3.
5. Subject to satisfaction of the dividend payment test in the Westpac CPS Terms.
6. The first Westpac CPS Optional Conversion/Redemption Date of 31 March 2018 is not a business day for the purposes of the Westpac CPS Terms and accordingly
the transfer of Non-Participating Westpac CPS will occur, and the Final Westpac CPS Dividend payment will be made, on the next business day (being 3 April 2018).

Section 1
Investment overview
This Section sets out:
1.1 Key features of the Offer and Westpac Capital Notes 5
1.2 Summary of the Distributions payable on Westpac Capital Notes 5
1.3 Summary of certain events which may affect what Holders of Westpac Capital Notes 5
receive and when they receive it
1.4 Ranking of Westpac Capital Notes 5 in a Winding Up of Westpac
1.5 Key risks associated with an investment in Westpac Capital Notes 5 and Westpac
1.6 Comparison of the Westpac Capital Notes 5 with certain other Westpac investments or products
1.7 Structure of the Offer and how to apply for Westpac Capital Notes 5
WARNING – Westpac Capital Notes 5 are not deposit liabilities of Westpac, are riskier than bank deposits and may not be suitable for some investors.
Their overall complexity may make them difficult to understand and the risks associated with the Notes could result in the loss of all of your investment.
If you do not fully understand how they work or the risks associated with them, you should obtain professional advice.
4

1
Section 1 Investment overview
5
1.1 Key features of the Offer and Westpac Capital Notes 5
TopicSummaryFurther
information
Page(s)
1.1.1 The OfferThe Offer is for the issue of Westpac Capital Notes 5 to raise
approximately $1.45 billion, with the ability to raise more or less.
The Offer includes the Reinvestment Offer, which is a priority
offer to Eligible Westpac CPS Holders to reinvest some or all of
their Westpac CPS in the Notes.
Sections 2, 3
and 8
18, 39
and 83
1.1.2 The issuerWestpac Banking Corporation ABN 33 007 457 141.Section 445
1.1.3 Key features
of Westpac
Capital Notes 5
Westpac Capital Notes 5 are:
• fully paid – the Issue Price ($100 per Note, which will also be
the Initial Face Value of the Note) must be paid to Westpac
before the Notes are issued;
• non-cumulative – they offer Distributions which are
discretionary and unpaid Distributions do not accumulate.
Holders will not have any right to compensation if Westpac
does not pay a Distribution;
• convertible – in certain circumstances, Westpac will
be required or permitted to Convert the Notes into
Ordinary Shares;
• redeemable and transferable – in certain circumstances,
Westpac may be permitted to repay the Face Value (initially
$100 per Note) of the Notes to Holders or transfer the Notes
to a third party (but there are significant restrictions on
repayment of the Notes);
• perpetual – they do not have a fixed maturity date and could
exist indefinitely if not Redeemed, Converted or Transferred
(in which case you would not receive your capital back,
unless you sell your Notes on ASX at the prevailing market
price to realise your investment);
• unsecured – they are not guaranteed nor are they deposit
liabilities or protected accounts of Westpac under the
Banking Act or Financial Claims Scheme and they are not
subject to the depositor protection provisions of Australian
banking legislation;
• subject to a Capital Trigger Event and Non-Viability Trigger
Event – where such an event occurs (which includes where
Westpac suffers significant losses), some or all of the Notes
must be Converted into Ordinary Shares or, if Conversion
does not occur for any reason, the rights of Holders attaching
to those Notes will be terminated immediately on the Capital
Trigger Event Conversion Date or Non-Viability Trigger Event
Conversion Date (as the case may be), and Holders will lose
all the value of their investment in those Notes and they will
not receive any compensation or unpaid Distributions;
• subordinated – in the event of a Winding Up, if the Notes are
still on issue and have not been Redeemed or Converted, or
otherwise had the rights attaching to them terminated, they
will have priority over Ordinary Shares and rank equally with
certain other Capital Securities issued by Westpac, but they
will be subordinated to claims of Senior Creditors. However,
it is likely that a Capital Trigger Event or Non-Viability
Trigger Event would occur prior to a Winding Up and the
Notes would have been Converted into Ordinary Shares or
otherwise had the rights attaching to them terminated; and
Section 2
Westpac
Capital Notes
5 Terms
18
100

6
Westpac Capital Notes 5
TopicSummaryFurther
information
Page(s)
1.1.3 Key features
of Westpac
Capital Notes 5
(continued)
• listed – Westpac has applied for the Notes to be quoted
on ASX and the Notes are expected to trade under
ASX code WBCPH.
The Westpac Capital Notes 5 Terms are complex and derive
from the detailed capital requirements that APRA applies to
these instruments. Westpac’s ability to pay Distributions or
to Convert or Redeem the Notes is subject to a number of
restrictions, including APRA not objecting to the Distributions
and APRA giving prior written approval to a Redemption.
1.1.4 Use of
proceeds of
the Westpac
Capital Notes 5
Westpac is issuing the Notes to raise regulatory capital which
satisfies the regulatory capital requirements of APRA. The
proceeds received under the Offer will be used by Westpac for
general business purposes.
Sections 4.1.4
and 4.2.1
48 and 49
1.2 Summary of the Distributions payable on Westpac Capital Notes 5
TopicSummaryFurther
information
Page(s)
1.2.1 Distributions
payable
on Westpac
Capital Notes 5
• The Notes offer Holders quarterly, floating rate Distributions
until the Notes are Converted at their full Face Value (or
terminated following a failure to Convert) or Redeemed.
• The first Distribution is scheduled to be paid on 22 June 2018.
You should note that the first Distribution Period is longer
than the normal Distribution Period. The Distribution
Payment Dates are quarterly, being 22 March, 22 June,
22 September and 22 December of each year.
• The Distribution Rate is determined in accordance with the
following formula:
(90 day Bank Bill Rate + Margin) x (1 – Tax Rate
1
)
• The Margin is 3.20% per annum.
• Distributions are expected to be fully franked.
Section 2.119
Westpac
Capital Notes
5 Terms
clause 3
101
1.2.2 Distributions
may not
be paid on
Westpac
Capital Notes 5
• Payments of Distributions are within the absolute discretion
of Westpac, which means Westpac does not have to
pay them. Distributions are also only payable if the other
Distribution Payment Conditions are satisfied.
• Distributions are non-cumulative, which means that unpaid
Distributions will not be made up or accumulate. Holders will
not have any rights to compensation if Westpac does not pay
Distributions. Failure to pay any Distribution is not an event
of default
2
and Holders have no right to apply for a Winding
Up on the grounds of non-payment of a Distribution.
• If for any reason a Distribution has not been paid in full for a
relevant Distribution Payment Date, then until a Distribution
is paid in full on a subsequent Distribution Payment Date (or
all Notes are Converted at their full Face Value, Redeemed or
terminated following a failure to Convert), Westpac must not:
– determine or pay any Dividends on its Ordinary Shares; or
– undertake any discretionary Buy Back or Capital Reduction,
unless the amount of the unpaid Distribution is paid in full
within 20 Business Days of the relevant Distribution Payment
Date (and in certain other limited circumstances).
Sections 2.1.1
and 2.1.9 to
2.1.11
19 and 23
Westpac
Capital Notes
5 Terms
clauses 3.3,
3.4, 3.7 and
3.8
102
1. The Tax Rate is 30% (or 0.30 expressed as a decimal) as at the date of this Prospectus but that rate may change.
2. The Westpac Capital Notes 5 Terms do not include any events of default.

1
Section 1 Investment overview
7
1.3 Summary of certain events which may affect what Holders of
Westpac Capital Notes 5 receive and when they receive it
TopicSummaryFurther
information
Page(s)
1.3.1 Events that
may affect
the Westpac
Capital Notes 5
• The Notes do not have a fixed maturity date and Holders do
not have a right to request or require Westpac to Convert,
Redeem or arrange for the Transfer of the Notes. Accordingly,
what will happen to the Notes is uncertain.
• It is possible that the Notes could remain on issue indefinitely
and the Face Value (initially $100 per Note) will not be repaid.
• The diagram below and table on the following pages
summarise certain events that may occur while the Notes
are on issue and what Holders may receive in relation to the
Notes under the Westpac Capital Notes 5 Terms.
Sections 2.2
to 2.6
24 to 36
Westpac
Capital Notes
5 Terms
clauses 4
to 8
103 to
107
At Westpac’s OptionScheduled Conversion Date
13 March 2018,
the Issue Date
22 September 2025
22 September 2027, the
first possible Scheduled
Conversion Date
Each Distribution Payment
Date after the first possible
Scheduled Conversion Date
Conversion, Redemption (subject to APRA
approval) or Transfer at Westpac’s option

(see Sections 2.3 and 2.4)
Scheduled Conversion
subject to the Scheduled
Conversion Conditions

being satisfied
(see Section 2.2.3)
If the Scheduled Conversion
does not occur on the
first possible Scheduled
Conversion Date of
22 September 2027, then
Scheduled Conversion will
occur on the first Distribution
Payment Date after that
date on which the Scheduled
Conversion Conditions are
satisfied (see Section 2.2.3)
Conversion
You receive
Ordinary
Shares
Redemption
You receive
the Face
Value from
Westpac
Transfer
You receive
the Face
Value from
a nominated
third party
purchaser
You receive
Ordinary Shares
You receive
Ordinary Shares
Potentially Perpetual
Events that could occur at any time
Tax Event or Regulatory Event
Conversion, Redemption (subject to APRA approval) or Transfer at Westpac’s option

if a Tax Event or a Regulatory Event occurs (see Sections 2.3 and 2.4)
Acquisition Event
Automatic Conversion if an Acquisition Event occurs subject to the Second Scheduled Conversion Condition,

as it applies to an Acquisition Event, being satisfied (see Section 2.6)
Capital Trigger Event or Non-Viability Trigger Event
Automatic Conversion if a Capital Trigger Event or Non-Viability Trigger Event occurs (or if Conversion does not

occur for any reason, all rights in relation to those Notes will be terminated) (see Section 2.5)

8
Westpac Capital Notes 5
EventWhen?Is APRA
approval
required?
Are there
other pre-
conditions to
the event?
What value
will a Holder
receive?
In what form
will that value
be provided to
Holders?
Where to
find further
information?
Redemption
at Westpac’s
option
22
September
2025 or
if a Tax
Event or
Regulatory
Event
occurs
Ye s
1
,
subject
to pre-
conditions
Yes, before or
concurrently
with
Redemption
2
Face Value
(initially $100
per Note) plus
a Distribution
3
CashSections 2.3.1
to 2.3.4
Westpac
Capital Notes
5 Terms
clause 7
Transfer at
Westpac’s
option
22
September
2025 or
if a Tax
Event or
Regulatory
Event
occurs
NoNoFace Value
(initially $100
per Note) plus
a Distribution
3
Cash
4
Sections 2.3.1
and 2.3.5
Westpac
Capital Notes
5 Terms
clause 8
Conversion
at Westpac’s
option
22
September
2025 or
if a Tax
Event or
Regulatory
Event
occurs
NoYe s
5
Ordinary
Shares worth
approximately
$101.01
6
per
Note plus a
Distribution
3
A variable
number of
Ordinary Shares
plus a cash
Distribution
3
Section 2.4
Westpac
Capital Notes
5 Terms
clauses 6
and 9
Scheduled
Conversion
22
September
2027
NoYe s
5
Ordinary
Shares worth
approximately
$101.01
6
per
Note plus a
Distribution
3
A variable
number of
Ordinary Shares
plus a cash
Distribution
3
Section 2.2
Westpac
Capital Notes
5 Terms
clauses 4
and 9
Conversion
upon an
Acquisition
Event
If an
Acquisition
Event
occurs
NoYe s
5
Ordinary
Shares worth
approximately
$101.01
6
per
Note plus a
Distribution
3
A variable
number of
Ordinary Shares
plus a cash
Distribution
3
Section 2.6
Westpac
Capital Notes
5 Terms
clauses 5.9
and 9
1. Holders should not expect that APRA’s approval will be given if requested.
2. Westpac may only Redeem Notes if it replaces them with capital of the same or better quality (and the replacement is done under conditions that are sustainable
for the income capacity of Westpac) or obtains confirmation that APRA is satisfied that Westpac does not have to replace the Notes.
3. The Distribution would be for the period from (but excluding) the last Distribution Payment Date to (and including) the relevant Conversion Date, Redemption
Date or Transfer Date (as applicable). Payments of Distributions are within the absolute discretion of Westpac, which means Westpac does not have to pay them.
Distributions are also only payable if the Distribution Payment Conditions are satisfied.
4. On Transfer, Holders will receive the Face Value in cash from the Nominated Party to whom the Notes are transferred.
5. Conversion is conditional on Westpac’s share price being above a specified level in the period prior to Conversion.
6. Based on the Initial Face Value of $100 per Note and the average of the daily volume weighted average sales prices of Ordinary Shares during the relevant VWAP
Period before the Conversion Date, with the benefit of a 1% discount. The value of Ordinary Shares received on the Conversion of one Note may be worth more or
less than $101.01 depending on the market price of Ordinary Shares before Conversion and the Face Value of the Notes at the Conversion Date.

1
Section 1 Investment overview
9
EventWhen?Is APRA
approval
required?
Are there
other pre-
conditions to
the event?
What value
will a Holder
receive?
In what form
will that value
be provided to
Holders?
Where to
find further
information?
Conversion
upon a
Capital
Trigger
Event or
Non-Viability
Trigger
Event
If a Capital
Trigger
Event
or Non-
Viability
Trigger
Event
occurs
NoNoA variable
value,
depending on
the price of
the Ordinary
Shares at the
relevant time.
However,
Holders may
(in the case
of a Capital
Trigger Event)
and are likely
to (in the
case of a
Non-Viability
Trigger
Event) receive
significantly
less than
approximately
$101.01 for
each Note
(based on
the Initial
Face Value
of $100 per
Note), and
the value may
be nothing if
Conversion
does not
occur for
any reason
and Ordinary
Shares are not
issued for any
reason
1
A variable
number of
Ordinary
Shares up to
the Maximum
Conversion
Number.
However, if
Conversion of
the Notes does
not occur for
any reason and
Ordinary Shares
are not issued
for any reason,
then the rights
of Holders
attaching to
those Notes will
be terminated
immediately
on the Capital
Trigger Event
Conversion Date
or Non-Viability
Trigger Event
Conversion Date
(as the case may
be) and Holders
will lose all of
the value of
their investment
in those Notes
and they will
not receive any
compensation
or unpaid
Distributions
Sections 2.5
and 5.1.6 to
5.1.8
Westpac
Capital Notes
5 Terms
clauses 5.1 to
5.8 and 9
1. Section 2.5 provides further detail on the circumstances in which Holders are likely to receive significantly less than $101.01 due to a Capital Trigger Event
or Non-Viability Trigger Event.

10
Westpac Capital Notes 5
1.4 Ranking of Westpac Capital Notes 5 in a Winding Up of Westpac
The table below illustrates how the Notes would rank upon a winding up of Westpac, if they are on issue at that time.
It is likely that a Capital Trigger Event or Non-Viability Trigger Event would occur prior to a Winding Up and the Notes
would have been Converted into Ordinary Shares or otherwise had the rights attaching to them terminated immediately
on the Capital Trigger Event Conversion Date or Non-Viability Trigger Event Conversion Date (as the case may be) where
Conversion does not occur for any reason.
Higher rankingIllustrative examples
1
Preferred and secured debtLiabilities in Australia in relation to protected accounts (generally,
savings accounts and term deposits) and other liabilities preferred
by law including employee entitlements and secured creditors
Unsubordinated unsecured
debt
Trade and general creditors, bonds, notes and debentures and
other unsubordinated unsecured debt obligations. This includes
covered bonds which are an unsecured claim on Westpac, though
they are secured over assets that form part of the Westpac Group
Subordinated unsecured debt
issued prior to 1 January 2013
Subordinated bonds, notes and debentures and other subordinated
unsecured debt obligations with a fixed maturity date
Subordinated unsecured debt
issued after 1 January 2013
and subordinated perpetual
debt
Westpac Subordinated Notes 2013, Westpac NZD Subordinated
Notes, other subordinated bonds, notes and debentures and other
subordinated unsecured debt obligations with a fixed maturity
date and subordinated perpetual floating rate notes issued in 1986
Additional Tier 1
Capital securities
Westpac Capital Notes 5, Westpac Capital Notes, Westpac
Capital Notes 2, Westpac Capital Notes 3, Westpac Capital Notes
4, Westpac USD AT1 Securities and Westpac CPS
Lower rankingOrdinary sharesOrdinary Shares
1.5 Key risks associated with an investment in Westpac Capital Notes 5
and Westpac
Before applying for any Notes, you should consider whether the Notes are a suitable investment for you. There are
risks involved with investing in the Notes and in Westpac. Many of these risks are outside the control of Westpac and
the Westpac Directors. These risks include those in this Section 1.5 and Section 5 and any other matters referred to in
this Prospectus.
1.5.1 Key risks of the Westpac Capital Notes 5
TopicSummaryFurther
information
Page(s)
Westpac Capital
Notes 5 are not
deposit liabilities or
protected accounts
• The Notes are not deposit liabilities or protected accounts
of Westpac for the purposes of the Banking Act or Financial
Claims Scheme and are not subject to the depositor
protection provisions of Australian banking legislation
(including the Australian Government guarantee of certain
bank deposits).
Important
Notices and
Section 5.1.1
Inside
front
cover
and 55
1. This diagram and the descriptions are simplified and illustrative only, and do not include every type of security or obligation that may be issued or entered into
by Westpac, or every potential claim against Westpac in a Winding Up. Westpac will from time to time issue additional securities or incur other obligations that
rank ahead of, equally with, or subordinated to, the Notes. Further, some of the securities represented in the diagram (for example, Westpac Subordinated Notes
2013, Westpac NZD Subordinated Notes and Additional Tier 1 Capital securities) may be converted into Ordinary Shares, which will then rank equally with other
Ordinary Shares.

1
Section 1 Investment overview
11
TopicSummaryFurther
information
Page(s)
Market price of the
Westpac Capital
Notes 5 may fluctuate
• The Notes may trade at a market price below Face Value
(initially $100 per Note).
• Circumstances in which the market price of the Notes may
decline include general conditions, changes in investor
perception and sentiment in relation to Westpac, the
availability of better rates of return on other securities
issued by Westpac or other issuers and the occurrence
of or increase in the likelihood of the occurrence
of a Capital Trigger Event or a Non-Viability Trigger Event.
Section 5.1.255
Liquidity of the
Westpac Capital
Notes 5 may be low
• The market for the Notes will likely be less liquid than the
market for Ordinary Shares.
• Holders who wish to sell their Notes may be unable to do so
at an acceptable price, or at all, if insufficient liquidity exists
in the market for the Notes.
Section 5.1.355
Distributions may not
be paid
• There is a risk that Distributions will not be paid.
Distributions are discretionary and are only payable subject
to the satisfaction of the Distribution Payment Conditions.
For example, this includes the Distribution not resulting
in a breach of capital requirements.
• Distributions are non-cumulative. If a Distribution is not
paid in full because the Distribution Payment Conditions
are not satisfied, Holders are not entitled to receive the
unpaid Distribution.
Sections 2.1.9
and 5.1.4
23 and 55
Changes in the
Distribution Rate
• The Distribution Rate will fluctuate (and may increase
and/or decrease) over time with movements in the 90 day
Bank Bill Rate.
• There is a risk that the Distribution Rate may become less
attractive compared to returns available on comparable
securities or investments.
Sections 2.1.2
and 5.1.5
19 and 56
Conversion or
termination of rights
on account of a
Capital Trigger Event
or a Non-Viability
Trigger Event
• The value of Ordinary Shares received for each Note that is
Converted upon the occurrence of a Capital Trigger Event
or Non-Viability Trigger Event may (in the case of a Capital
Trigger Event) and is likely to (in the case of a Non-Viability
Trigger Event) be significantly less than approximately
$101.01 for each Note (based on the Initial Face Value of
$100 per Note). This is because the number of Ordinary
Shares issued on Conversion is limited to the Maximum
Conversion Number, as required by APRA. The Maximum
Conversion Number applied on a Conversion of this kind is
based on an Ordinary Share price that reflects 20% of the
Ordinary Share price at the time of issue of the Notes.
• If Conversion of Notes does not occur for any reason and
Ordinary Shares are not issued for any reason following
the occurrence of a Capital Trigger Event or Non-Viability
Trigger Event (for example, due to laws relating to the
insolvency, winding-up or other external administration
of Westpac, Australian foreign investment laws, the
Corporations Act or other applicable laws, an order of a
court, an action of any government authority or operational
delays), then:
– those Notes will not be Converted in respect of such
Capital Trigger Event or Non-Viability Trigger Event (as
the case may be) and will not be Converted, Redeemed or
Transferred on any subsequent date; and
Sections
2.5.4, 2.5.5,
5.1.7 and 5.1.8
33, 34,
56 and
57

12
Westpac Capital Notes 5
TopicSummaryFurther
information
Page(s)
Conversion or
termination of rights
on account of a
Capital Trigger Event
or a Non-Viability
Trigger Event
(continued)
– all rights in relation to those Notes will be terminated
immediately on the Capital Trigger Event Conversion Date
or Non-Viability Trigger Event Conversion Date (as the
case may be), and Holders will lose all of the value of their
investment in those Notes and they will not receive any
compensation or unpaid Distributions.
Credit ratings • Any credit rating assigned to the Notes or other Westpac
securities could be reviewed, suspended, withdrawn or
downgraded by credit ratings agencies, or credit rating
agencies could change their rating methodology, at any time
which could adversely affect the market price and liquidity
of the Notes and other Westpac securities.
Section 5.1.1058
The price used to
calculate the number
of Ordinary Shares
to be issued on
Conversion may not
be the market price
• The Ordinary Share price used to calculate the number
of Ordinary Shares to be issued on Conversion may be
different to the market price of Ordinary Shares at the time
of Conversion because the price used in the calculation is
based on the VWAP during the relevant period prior to the
Conversion Date.
• The value of Ordinary Shares Holders receive based on
the calculation may therefore be less than the value of
those Ordinary Shares based on the market price on the
Conversion Date.
Section 5.1.1158
It is not certain
whether and when
the Westpac
Capital Notes 5
will be Converted,
Redeemed or
Transferred
• Conversion may not occur on 22 September 2027, being
the first possible Scheduled Conversion Date, or at all if the
Scheduled Conversion Conditions are not satisfied.
• Conversion, Redemption or Transfer may occur in certain
circumstances before the Scheduled Conversion Date, which
may be disadvantageous in light of market conditions or
your individual circumstances.
• Holders have no right to request that their Notes be
Converted, Redeemed or Transferred. Unless their Notes are
Converted, Redeemed or Transferred, Holders would need
to sell their Notes on ASX at the prevailing market price to
realise their investment. That price may be less than the Face
Value (initially $100 per Note) and there may be no liquid
market in the Notes.
Sections
5.1.12 to 5.1.15
58 and
59
No fixed maturity
date
• As the Notes are perpetual instruments and have no fixed
maturity date, there is a risk the Notes could remain on issue
indefinitely and Holders may not be repaid their investment.
Section 5.1.1659
Ranking of the
Westpac Capital
Notes 5
• In the event of a Winding Up, if the Notes are still on
issue and have not been Redeemed or Converted, they
will rank ahead of Ordinary Shares, equally with all Equal
Ranking Capital Securities and behind Senior Creditors
(including depositors and holders of Westpac’s senior or less
subordinated debt). This means that if there is a shortfall
of funds on a Winding Up to pay all amounts ranking senior
to, and equally with, the Notes, Holders will lose all or some
of their investment.
Sections 1.4,
2.7, 5.1.8, 5.1.9,
5.1.23 and
5.1.24
10, 36, 57,
58 and 61

1
Section 1 Investment overview
13
TopicSummaryFurther
information
Page(s)
Ranking of the
Westpac Capital
Notes 5 (continued)
• However, it is likely that a Capital Trigger Event or
Non-Viability Trigger Event would occur prior to a Winding
Up and the Notes would have been Converted into Ordinary
Shares, in which case Holders will hold Ordinary Shares
and rank equally with other holders of Ordinary Shares in
a Winding Up. If Conversion does not occur for any reason
following a Capital Trigger Event or Non-Viability Trigger
Event and Ordinary Shares are not issued for any reason,
all rights attaching to those Notes will be terminated on
the Capital Trigger Event Conversion Date or Non-Viability
Trigger Event Conversion Date (as the case may be), and
Holders will lose all of the value of their investment in those
Notes and they will not receive any compensation or unpaid
Distributions and those Notes will have no ranking in a
Winding Up.
Future issues of
securities by Westpac
• Westpac may issue further securities which rank equally with
or ahead of the Notes.
Section 5.1.2361
1.5.2 Key risks associated with Westpac and the Westpac Group
TopicSummaryFurther
information
Page(s)
Compliance and
regulatory change
• Westpac could be adversely affected by changes in laws,
regulations or regulatory policy, by failing to comply
with laws, regulations or regulatory policy, or by other
regulatory action (including as a result of the Royal
Commission into the banking, superannuation and financial
services industries).
Sections 4.4,
5.2.1 and 5.2.2
53, 62
and 63
Availability and cost
of funding
• Adverse credit and capital market conditions or depositor
preferences, or failure to maintain Westpac’s credit
ratings, may significantly affect the availability and
cost of Westpac’s funding.
Sections 5.2.7
and 5.2.9
65 and
66
Financial market
volatility
• Westpac could be adversely affected by disruptions to
global financial markets or other financial market volatility.
Sections 5.2.8
and 5.2.15
66 and
68
Economic conditions,
asset values,
commodity prices
and credit losses
• Economic disruptions, declines in asset values or declines
in commodity prices may cause Westpac to incur higher
credit losses on lending and counterparty exposures.
Sections 5.2.10
to 5.2.13 and
5.2.15
66 to 68
Other risks • Westpac may be adversely affected by other events
such as reputational damage, cyberattacks, technology
failures, fraud, supplier failures, changes in competition,
environmental factors and other operational or
conduct risks.
Sections 5.2.3
to 5.2.6, 5.2.14
and 5.2.16 to
5.2.24
64, 65,
67, 68
and 70

14
Westpac Capital Notes 5
1.6 Comparison of the Westpac Capital Notes 5
with certain other Westpac investments or products
TopicSummaryFurther
information
Page(s)
Differences
between term
deposits, Westpac
Subordinated Notes
2013, Westpac
Capital Notes 4,
Westpac Capital
Notes 5 and Ordinary
Shares
• There are differences between term deposits, Westpac
Subordinated Notes 2013, Westpac Capital Notes 4, Westpac
Capital Notes 5 and Ordinary Shares. You should consider
these differences in light of your investment objectives,
financial situation and particular needs (including financial
and taxation considerations) before deciding to invest in
the Notes.
• Please refer to the table in Section 3.4 setting out the
key differences between Westpac CPS (being a Westpac
Additional Tier 1 Capital security, which is the subject of the
Reinvestment Offer) and Westpac Capital Notes 5.
See table
below and
continued
on following
pages

Section 3.4
14 to 16

42
Westpac
Term Deposit
Westpac
Subordinated
Notes 2013
Westpac Capital
Notes 4
Westpac Capital
Notes 5
Ordinary
Shares
ASX codeNot quoted
on ASX
WBCHBWBCPGWBCPH
1
WBC
Legal formDepositUnsecured
subordinated
debt obligation
Unsecured
subordinated
debt obligation
Unsecured
subordinated
debt obligation
Ordinary
share
Protection under
the Banking Act or
Financial Claims
Scheme
Ye s
2
NoNoNoNo
TermSeven days
to 60 months
10 years
3
Perpetual (no
fixed maturity
date) with the
first possible
scheduled
conversion date
on 20 December
2023
4
Perpetual (no
fixed maturity
date) with the
first possible
Scheduled
Conversion Date
in approximately
9.5 years
5
Perpetual
(no fixed
maturity
date)
Distribution/interest/
dividend rate
Fixed
6
Floating,
calculated as
the (margin +
90 day bank
bill rate)
Floating,
calculated as the
(margin + 90 day
bank bill rate) ×
(1 – tax rate)
Floating,
calculated as the
(Margin + 90 day
Bank Bill Rate) ×
(1 – Tax Rate)
Variable
dividends as
determined
by Westpac
1. Westpac has applied to have Westpac Capital Notes 5 quoted on ASX and they are expected to trade under the code WBCPH.
2. Customers may be entitled to payment under the Financial Claims Scheme for deposits up to an amount per account holder per ADI of $250,000.
3. Subject to possible early redemption by Westpac in certain circumstances with APRA’s prior written approval.
4. Subject to possible early redemption (with APRA’s prior written approval), conversion or transfer in certain circumstances.
5. Subject to possible early Redemption (with APRA's prior written approval), Conversion or Transfer in certain circumstances.
6. Interest rate adjustments may apply if a customer withdraws an amount before the end of the term of the Westpac Term Deposit.

1
Section 1 Investment overview
15
Westpac
Term Deposit
Westpac
Subordinated
Notes 2013
Westpac Capital
Notes 4
Westpac Capital
Notes 5
Ordinary
Shares
MarginN /A2.30% per
annum
4.90% per annum3.20% per annumN /A
Distribution/interest/
dividend payment
frequency
Either at
specific
intervals,
at maturity
or at early
closure by
the customer
QuarterlyQuarterlyQuarterlySemi-
annually
Are there conditions
to payment of
distributions/interest/
dividend payments?
No, subject
to applicable
laws
1
Yes, interest
will only be
paid if Westpac
satisfies a
solvency
condition
Yes, subject
to Westpac’s
absolute
discretion
and payment
conditions
Yes, subject
to Westpac’s
absolute
discretion and
Distribution
Payment
Conditions (see
Section 2.1.9)
Yes, subject
to Westpac’s
absolute
discretion
and
applicable
laws and
regulations
Interest/distribution/
dividend payments
restriction if interest/
distribution/dividend
not paid
N /ANoYes, applies
to Ordinary
Shares until the
next quarterly
distribution
payment date
Yes, applies
to Ordinary
Shares until the
next quarterly
Distribution
Payment Date
No
Franking of interest/
distribution/dividend
N /ANoFrankable and
grossed-up for
a non franked
portion
Frankable and
grossed-up for
a non franked
portion
Frankable
Transferable by
holder
NoYes, quoted on
ASX
Yes, quoted on
ASX
Yes, quoted on
ASX
2
Yes, quoted
on ASX
Investor’s ability to
withdraw or redeem
Yes, by
closing the
deposit
3
NoNoNoNo
Redemption at
issuer’s option
(subject to APRA
approval and certain
other conditions)
NoYes, on
22 August
2018 and each
interest payment
date after that
date and in
certain specified
circumstances
Yes, on
20 December
2021 and in
certain specified
circumstances
Yes, on
22 September
2025, and in
certain specified
circumstances
(see Section 2.3)
No
Transfer to nominated
party at issuer’s
option
NoNoYes, on
20 December
2021, and in
certain specified
circumstances
Yes, on
22 September
2025, and in
certain specified
circumstances
(see Section 2.3)
No
1. Interest rate adjustments may apply if a customer withdraws an amount before the end of the term of the Westpac Term Deposit.
2. Westpac has applied to have Westpac Capital Notes 5 quoted on ASX and they are expected to trade under the code WBCPH.
3. For Westpac Term Deposits opened or renewed on or after 1 August 2014, customers must usually give 31 days’ notice to close the Westpac Term Deposit during
its term.

16
Westpac Capital Notes 5
Westpac
Term Deposit
Westpac
Subordinated
Notes 2013
Westpac Capital
Notes 4
Westpac Capital
Notes 5
Ordinary
Shares
Conversion to
Ordinary Shares
at issuer’s option
(subject to certain
conditions)
NoNoYes, on
20 December
2021, and in
certain specified
circumstances
Yes, on
22 September
2025, and in
certain specified
circumstances
(see Section 2.4)
N /A
Potential Conversion
to Ordinary Shares
(other than on a
Capital Trigger Event
or Non-Viability
Trigger Event)
NoNoYes, scheduled
conversion on
20 December
2023 (subject to
the satisfaction
of the scheduled
conversion
conditions),
and in certain
specified
circumstances
Yes, Scheduled
Conversion on
22 September
2027 (subject to
the satisfaction
of the Scheduled
Conversion
Conditions),
and in certain
specified
circumstances
(see Section 2.2)
N /A
Conversion to
Ordinary Shares on a
Capital Trigger Event
or Non-Viability
Trigger Event
NoYes, following
a non-viability
trigger event only
The number
of Ordinary
Shares issued
on conversion
is limited to
the maximum
conversion
number
If a non-viability
trigger event
occurs and
conversion
of Westpac
Subordinated
Notes 2013 is
not possible,
all rights in
relation to those
notes will be
terminated (and
holders will lose
all of the value of
their investment
in those notes
and they will
not receive any
compensation or
unpaid interest
payments)
Yes, following a Capital Trigger Event
or Non-Viability Trigger Event
If a Capital Trigger Event or
Non-Viability Trigger Event occurs and
conversion of the notes does not occur
for any reason and Ordinary Shares
are not issued for any reason, then all
rights in relation to those notes will be
terminated immediately on the Capital
Trigger Event Conversion Date or Non-
Viability Trigger Event Conversion Date
(as the case may be) (and holders will
lose all of the value of their investment
in those notes and they will not
receive any compensation or unpaid
distributions)
Refer to Section 2.5 for more
information in relation to the
Conversion of Westpac Capital Notes
5 on a Capital Trigger Event or Non-
Viability Trigger Event
N /A
RankingSee Sections 1.4, 2.7, 5.1.8, 5.1.9, 5.1.23 and 5.1.24

1
Section 1 Investment overview
17
1.7 Structure of the Offer and how to apply for Westpac Capital Notes 5
TopicSummaryFurther
information
Page(s)
1.7.1 Offer
structure and
who can apply
• The Offer consists of:
– a Reinvestment Offer – to Eligible Westpac CPS Holders;
– a Securityholder Offer – to Eligible Securityholders;
– a Broker Firm Offer – to Australian resident clients of the
Syndicate Brokers; and
– an Institutional Offer – to Institutional Investors invited
by Westpac Institutional Bank.
• There is no guaranteed Allocation under the Offer, but
Westpac will give priority to Applications received under the
Reinvestment Offer (but not for Applications for additional
Notes by Eligible Westpac CPS Holders).
• If there is excess demand Applications may be scaled back
by Westpac.
• There is no general public offer of the Notes. However,
Westpac reserves the right to accept Applications from other
persons at its discretion.
Sections 3
and 8
39 and
83
1.7.2 How to apply• For information on how to apply for the Notes, see Section 8
and the Application Forms.
Section 883
1.7.3 Minimum
Application
amount
• Applications must be for a minimum of 50 Notes ($5,000).
• If your Application is for more than 50 Notes, you must apply
in multiples of 10 Notes ($1,000) thereafter.
• If you are an Eligible Westpac CPS Holder, you may apply to
reinvest some or all of your Westpac CPS in Notes under the
Reinvestment Offer. However if you wish to participate in the
Reinvestment Offer and:
– you own 50 Westpac CPS or fewer, you must apply
to reinvest all your Westpac CPS; or
– you own more than 50 Westpac CPS, you must apply to
reinvest a minimum of 50 Westpac CPS ($5,000).
• If you apply to reinvest all your Westpac CPS, you may also
apply for additional Notes. Your application for additional
Notes must be for a minimum of 50 additional Notes
($5,000), and in multiples of 10 Notes ($1,000) thereafter
(over and above your Application for reinvestment).
Section 883

WARNING – Westpac Capital Notes 5 are not deposit liabilities of Westpac, are riskier than bank deposits and may not be suitable for some investors.
Their overall complexity may make them difficult to understand and the risks associated with the Notes could result in the loss of all of your investment.
If you do not fully understand how they work or the risks associated with them, you should obtain professional advice.
18
This Section sets out:
2.1 Distributions
2.2 Conversion on the Scheduled Conversion Date
2.3 Optional Redemption and optional Transfer
2.4 Optional Conversion
2.5 Automatic Conversion – Capital Trigger Event and Non-Viability Trigger Event
2.6 Automatic Conversion – Acquisition Event
2.7 Ranking of the Westpac Capital Notes 5 in a Winding Up
2.8 Other key features of the Westpac Capital Notes 5
Section 2
Information about
Westpac Capital Notes 5

2
19
Section 2 Information about Westpac Capital Notes 5
The following is an overview of the key terms of Westpac Capital Notes 5. It is important that you read this Prospectus,
the Westpac Capital Notes 5 Terms, the Notes Deed Poll and Westpac’s Constitution in full before deciding to invest
in Westpac Capital Notes 5. If you have any questions, you should seek advice from your financial adviser or other
professional adviser.
The full Westpac Capital Notes 5 Terms are contained in Appendix B. Rights and liabilities attaching to Westpac Capital
Notes 5 may also arise under the Corporations Act, the ASX Listing Rules and other applicable laws.
2.1 Distributions
TopicSummaryFurther
information
Page(s)
2.1.1 Distributions
on Westpac
Capital Notes 5
Distributions on Notes are calculated based on the Distribution
Rate and are expected to be paid quarterly in arrear.
Distributions are discretionary, non-cumulative and only
payable subject to the satisfaction of the Distribution
Payment Conditions.
Distributions are expected to be fully franked and accordingly
Holders are expected to receive cash Distributions and
franking credits.
Westpac
Capital Notes
5 Terms
clause 3
101
2.1.2 Distribution
Rate
The Distribution Rate is a floating rate and will generally be set
on the first Business Day of each Distribution Period using the
following formula:
Distribution Rate = (90 day Bank Bill Rate + Margin) x
(1 – Tax Rate)
90 day
Bank
Bill
Rate
The 90 day Bank Bill Rate on the first Business
Day of the Distribution Period (except for the first
Distribution Period, where the 90 day Bank Bill
Rate will be determined on the Issue Date).
MarginThe Margin is 3.20% per annum.
Ta x
Rate
The Australian corporate tax rate applicable
to the franking account of Westpac at the relevant
Distribution Payment Date expressed as a decimal.
At the date of this Prospectus, the relevant Tax
Rate is 30% or, expressed as a decimal in the
formula, 0.30 (but that rate may change).
As an example, given the Margin of 3.20% per annum, if the
90 day Bank Bill Rate on the Issue Date is the same as on
22 January 2018 and assuming that the Distribution will be fully
franked, the Distribution Rate for that Distribution Period would
be calculated as follows:
1
90 day Bank Bill Rate at 22 January 20181.7950% per annum
Plus the Margin+ 3.2000% per annum
Equivalent unfranked Distribution Rate4.9950% per annum
Multiplied by (1 – Tax Rate)x 0.70
Distribution Rate3.4965% per annum
Westpac
Capital Notes
5 Terms
clause 3.1
101
1. The calculation of the Distribution Rate will be rounded to four decimal places. The Distribution Rate above is for illustrative purposes only and does not indicate
the actual Distribution Rate. It is not a guarantee or forecast of the actual Distribution Rate that may be achieved. The actual Distribution Rate may be higher or
lower than this and may vary each Distribution Period depending on the applicable 90 day Bank Bill Rate, the Margin and the Tax Rate.

20
Westpac Capital Notes 5
TopicSummaryFurther
information
Page(s)
2.1.3 Calculation of
Distributions
Distributions will be calculated as follows:
Distribution =
Distribution Rate x Face Value x N
365
Distribution RateSee Section 2.1.2
Face ValueInitially $100 per Note
NThe number of days in the
Distribution Period
Distribution PeriodThe period from (but excluding)
the previous Distribution Payment
Date, or from (but excluding)
the Issue Date in the case of the
first Distribution Period, to (and
including) the next Distribution
Payment Date
Distribution Payment
Date
See Section 2.1.7
As an example, if the Distribution was fully franked and the
Distribution Rate was 3.4965% per annum as calculated in
Section 2.1.2, then the cash amount of the Distribution on each
Note for the Distribution Period (if the Distribution Period was
90 days) would be calculated as follows:
1,2
Distribution Rate3.4965% per annum
Multiplied by the Face Valuex $100
Multiplied by the number of days in
the Distribution Period (N)
x 90
Divided by÷365
Cash amount of Distribution$0.8622
Franking credits
3
attached to the
cash amount of the Distribution
$0.3694
Westpac
Capital Notes
5 Terms
clause 3.1
101
1. Distribution Periods will generally have 90–92 days in them. The number of days in the first Distribution Period will be 101 days and is longer than the normal
Distribution Period.
2. All calculations of payments will be rounded to four decimal places. For the purposes of making any payment in respect of a Holder’s aggregate holding of
Notes, any fraction of a cent will be rounded to the nearest one Australian cent (with one half of an Australian cent being rounded up to one Australian cent).
The Distribution Rate on which this calculation is based, and the Distribution, are for illustrative purposes only and do not indicate the actual Distribution Rate or
Distribution. It is not a guarantee or forecast of the actual Distribution that may be obtained. Past performance is not a reliable indicator of future performance.
3. Australian resident taxpayers may be entitled to utilise franking credits. Australian resident taxpayers that are individuals or complying superannuation entities
may be entitled to a refund of excess franking credits. Investors should seek professional advice in relation to their tax position. Reference should also be made to
the summary of the Australian tax consequences for Holders in Section 6.

2
21
Section 2 Information about Westpac Capital Notes 5
TopicSummaryFurther
information
Page(s)
2.1.4 Franking of
Distributions
Westpac expects, but does not guarantee, that Distributions
will be fully franked. If there is a change in the Tax Rate, the
Distribution Rate will change accordingly.
If a Distribution is not fully franked (including if that occurs
because the current franking system is changed) then the
amount of the cash Distribution entitlement would be adjusted
to compensate for the unfranked amount. For example, if the
Tax Rate decreases, the cash amount of any Distribution that
Westpac may pay would increase and the franking credits
attached to that Distribution would decrease. The formula for
determining the adjusted Distribution is:
Adjusted Distribution =
Distribution
1 – [Tax Rate x (1 – Franking Rate)]
DistributionThe Distribution entitlement for
the Distribution Period prior to
adjustment – see Section 2.1.3
Tax RateSee Section 2.1.2
Franking RateThe percentage of the Distribution
that would carry franking credits.
Westpac
Capital Notes
5 Terms
clauses 3.1
and 3.2
101
2.1.5 Franking
credits in
respect of
Distributions
It is expected (but not guaranteed) that Holders will receive
franking credits in respect of Distributions (other than where
a Holder’s lack of entitlement to franking credits is a result of
an act by, or circumstance affecting, the Holder). The franking
credits represent each Holder’s share of tax paid by Westpac
on the profits from which the cash Distribution is paid.
Westpac has applied for a public Class Ruling on behalf of
Australian resident Holders which should confirm the ability
of Holders to utilise the franking credits attached to those
Distributions, subject to satisfaction of certain criteria.
Impact of franking credits
If the Distribution is fully franked, the potential value of the
franking credits attached to a Distribution at the Distribution
Rate of 3.4965% per annum in the example in Section 2.1.2
would be 1.4985% per annum. If that potential value is taken
into account in full, the combined value of those franking
credits and the cash Distribution would be equivalent to an
unfranked Distribution Rate of approximately 4.9950% per
annum. However, you should be aware that the potential value
of the franking credits does not accrue to you at the same time
as you receive the cash Distribution.
You should also be aware that your ability to use the franking
credits, either as an offset to your tax liability or by claiming a
refund after the end of the year of income, will depend on your
individual tax position.
Section 671

22
Westpac Capital Notes 5
TopicSummaryFurther
information
Page(s)
2.1.6 90 day Bank
Bill Rate
The 90 day Bank Bill Rate is a key benchmark interest rate
for the Australian money market. It is the primary short-term
interest rate benchmark used in the financial markets for the
pricing and valuation of Australian dollar securities and as a
lending reference rate. This rate changes to reflect the supply
and demand within the cash and currency markets.
The movements in the 90 day Bank Bill Rate over the
last 10 years are set out in the graph below.
1
The rate on
22 January 2018 was 1.7950% per annum.
90 day Bank Bill Rate (% per annum)
Westpac
Capital Notes
5 Terms
clause 3.1
101
Jan
2008
Jan
2009
Jan
2010
Jan
2011
Jan
2012
Jan
2013
Jan
2014
Jan
2015
Jan
2016
Jan
2017
10.00%
9.00%
8.00%
7.00%
6.00%
5.00%
4.00%
3.00%
2.00%
1.00%
0.00%
Jan
2018
2.1.7 Distribution
Payment Dates
Distributions are payable quarterly in arrear on the Distribution
Payment Dates, subject to satisfaction of the Distribution
Payment Conditions.
The Distribution Payment Dates are:
• 22 March, 22 June, 22 September and 22 December of each
year commencing on 22 June 2018, until the Notes are
Converted at their full Face Value (or terminated following a
failure to Convert) or Redeemed; and
• the Conversion Date (other than a Capital Trigger Event
Conversion Date or Non-Viability Trigger Event Conversion
Date), Redemption Date or Transfer Date, if those dates are
not 22 March, 22 June, 22 September or 22 December.
If a Distribution Payment Date is not a Business Day, then the
Distribution will be paid on the next Business Day (without any
interest in respect of the delay).
The first Distribution Period runs from (but excludes) the
Issue Date to (and includes) 22 June 2018. Thereafter, each
Distribution Period runs from (but excludes) the previous
Distribution Payment Date to (and includes) the next
Distribution Payment Date. You should note that the first
Distribution Period is a longer period of 101 days and other
Distribution Periods will otherwise generally be 90 to 92 days.
The Distribution Rate for the first Distribution Period will be
determined on the Issue Date.
After the first Distribution Period, the Distribution Rate
will be determined on the first Business Day of each
Distribution Period.
Distributions will be paid to persons who are Holders on the
Record Date in respect of the Distribution.
Westpac
Capital Notes
5 Terms
clause 3.5
102
1. This graph is for illustrative purposes only and does not indicate, guarantee or forecast the actual 90 day Bank Bill Rate. Past levels are not necessarily indicative
of future levels. The actual 90 day Bank Bill Rate for the first and any subsequent Distribution Period may be higher or lower than the rates in the above graph.
Source: IRESS.

2
23
Section 2 Information about Westpac Capital Notes 5
TopicSummaryFurther
information
Page(s)
2.1.8 Method of
payment
of Distributions
Distributions will be paid in Australian dollars. Westpac will only
pay Distributions directly into an Australian dollar account of
a financial institution. Westpac reserves the right to vary the
way in which any Distribution is paid in accordance with the
Westpac Capital Notes 5 Terms (provided that Distributions are
always paid in cash).
Section 8.5.1
Westpac
Capital Notes
5 Terms
clause 11
88
112
2.1.9 Distribution
Payment
Conditions
Distributions are only payable subject to satisfaction of the
Distribution Payment Conditions, being:
• Westpac’s absolute discretion;
• the payment of the Distribution not resulting in a breach of
Westpac’s capital requirements (on a Level 1 basis) or of the
Westpac Group’s capital requirements (on a Level 2 basis)
under the then current Prudential Standards at the time of
the payment;
• the payment of the Distribution not resulting in Westpac
becoming, or being likely to become, insolvent; and
• APRA not otherwise objecting to the payment.
Distributions will also be subject to the Corporations Act and
any other law regulating the payment of Distributions.
Section 5.1.4
Westpac
Capital Notes
5 Terms
clause 3.3
55
102
2.1.10 Consequence
if a Distribution
is not
paid in full
Payments of Distributions are within the absolute discretion of
Westpac and are non-cumulative. If a Distribution is not paid
in full because the Distribution Payment Conditions are not
satisfied or because of any other reason, Holders will not be
entitled to receive the unpaid portion of that Distribution. No
interest accrues on any unpaid Distributions and Westpac has
no liability to the Holder and the Holder has no claim in respect
of such non-payment. Non-payment of a Distribution will not
be an event of default
1
and Holders have no right to apply
for a Winding Up on the grounds of Westpac’s failure to pay
a Distribution.
Westpac
Capital Notes
5 Terms
clause 3.4
102
2.1.11 Dividend
and capital
restrictions
may apply to
Westpac if a
Distribution is
not paid
If for any reason a Distribution has not been paid in full for a
relevant Distribution Payment Date, then until a Distribution
is paid in full on a subsequent Distribution Payment Date (or
all Notes are Converted at their full Face Value, Redeemed or
terminated following a failure to Convert) Westpac must not:
• determine or pay any Dividends on its Ordinary Shares; or
• undertake any discretionary Buy Back or Capital Reduction,
unless the amount of the unpaid Distribution is paid in full
within 20 Business Days of the relevant Distribution Payment
Date (and in certain other limited circumstances).
Westpac
Capital Notes
5 Terms
clauses 3.7
and 3.8
102
1. The Westpac Capital Notes 5 Terms do not include any events of default.

24
Westpac Capital Notes 5
2.2 Conversion on the Scheduled Conversion Date
TopicSummaryFurther
information
Page(s)
2.2.1 Meaning of
Conversion
Conversion means the conversion of the Notes into a variable
number of Ordinary Shares in accordance with the formula
contained in clause 9.1 of the Westpac Capital Notes 5 Terms.
On Conversion of a Note, the Holder’s rights (including to
payment of Distributions, other than any Distribution payable
on the Scheduled Conversion Date, and Face Value and any
other payments) in relation to that Note will be immediately
and irrevocably terminated. However, the Holder will be issued
with Ordinary Shares that will have the same rights as other
Ordinary Shares on issue at the relevant time.
Westpac
Capital Notes
5 Terms
clause 9.1
108
2.2.2 Scheduled
Conversion
Date
The Notes do not have a maturity date but have a Scheduled
Conversion Date. Conversion is expected to occur on the
Scheduled Conversion Date, which will be the earlier of:
• 22 September 2027; and
• the first Distribution Payment Date after 22 September 2027,
on which the Scheduled Conversion Conditions are satisfied.
Westpac
Capital Notes
5 Terms
clause 4.1
103
2.2.3 Scheduled
Conversion
Conditions
The Scheduled Conversion Conditions in relation to a potential
Scheduled Conversion Date are satisfied where:
• First Scheduled Conversion Condition: the VWAP of
Ordinary Shares on the 25th Business Day before (but not
including) the potential Scheduled Conversion Date is greater
than 56.12% of the Issue Date VWAP; and
• Second Scheduled Conversion Condition: the VWAP of
Ordinary Shares during the 20 Business Days before (but not
including) the potential Scheduled Conversion Date is greater
than 50.51% of the Issue Date VWAP.
The percentages used in the Scheduled Conversion Conditions
are derived from market precedents and the cap on the
number of Ordinary Shares that are permitted to be issued
under applicable Prudential Standards and ratings guidance.
The following diagram illustrates the timeframes that are
relevant for the Scheduled Conversion Conditions using the
date 22 September 2027 as a potential Scheduled Conversion
Date. These dates are indicative only and may change.
Westpac
Capital Notes
5 Terms
clause 4.2
103
18 August 2027
25th Business Day before
potential Scheduled
Conversion Date
25 August 2027
First Business Day of VWAP
Period (20th Business Day
before potential Scheduled
Conversion Date)
21 September 2027
Last Business Day of VWAP
Period (Business Day
before potential Scheduled
Conversion Date)
22 September 2027
Potential Scheduled
Conversion Date (subject to
satisfaction of the Scheduled
Conversion Conditions)
20 Business Day VWAP Period
First Scheduled Conversion Condition
The VWAP of Ordinary Shares on the
25th Business Day before (but not including)
a potential Scheduled Conversion Date is
greater than 56.12% of the Issue Date VWAP
Second Scheduled Conversion Condition
The VWAP of Ordinary Shares during 20 Business
Days before (but not including) a potential
Scheduled Conversion Date is greater than 50.51%

of the Issue Date VWAP

2
25
Section 2 Information about Westpac Capital Notes 5
TopicSummaryFurther
information
Page(s)
2.2.4 Purpose of
the Scheduled
Conversion
Conditions
The Scheduled Conversion Conditions are intended to operate
so that upon Conversion on the Scheduled Conversion Date,
Holders will receive Ordinary Shares worth approximately
$101.01 per Note (based on the Initial Face Value of $100 per
Note and the average of the daily volume weighted average
sales prices of Ordinary Shares during the 20 Business Days
before the Scheduled Conversion Date, with the benefit of
a 1% discount).
1
If the price of Ordinary Shares were to fall significantly and
there were no Scheduled Conversion Conditions, the number
of Ordinary Shares that you would receive might be limited by
the Maximum Conversion Number and in that case, the value
of those Ordinary Shares would be likely to be less than $101.01
per Note. In order to give Holders some protection against
receiving Ordinary Shares worth less than approximately
$101.01 per Note, the Scheduled Conversion Conditions have
been included, so that where the VWAP of Ordinary Shares has
fallen to less than the specified percentage of the Issue Date
VWAP, Scheduled Conversion is deferred.
Westpac
Capital Notes
5 Terms
clause 4.2
103
2.2.5 Consequences
if the
Scheduled
Conversion
Conditions are
not satisfied
If the Scheduled Conversion Conditions are not satisfied on
22 September 2027, Conversion will not occur until the next
Distribution Payment Date on which the Scheduled Conversion
Conditions are satisfied.
Westpac
Capital Notes
5 Terms
clauses 4.1
and 4.2
103
2.2.6 VWAP and
Issue Date
VWA P
In general terms, VWAP refers to the average of the daily
volume weighted average sales prices of Ordinary Shares sold
on ASX and Chi-X during the relevant period.
The Issue Date VWAP means the VWAP of Ordinary Shares
during the 20 Business Days on which trading in Ordinary
Shares took place immediately preceding (but not including)
the Issue Date (as adjusted in accordance with the Westpac
Capital Notes 5 Terms).
The satisfaction of the Scheduled Conversion Conditions on
a potential Scheduled Conversion Date will depend on the price
of Ordinary Shares. For example
2
, if the Issue Date VWAP is
$30.00, then, for the First Scheduled Conversion Condition and
Second Scheduled Conversion Condition to be satisfied:
• the VWAP for the First Scheduled Conversion Condition
would need to be at least $16.84 (56.12% of the Issue
Date VWAP); and
• the VWAP for the Second Scheduled Conversion Condition
would need to be at least $15.16 (50.51% of the Issue
Date VWAP).
Westpac
Capital Notes
5 Terms
clauses 9.1 to
9.8 and 16.2
(definition of
“Issue Date
VWAP” and
“VWAP”)
108, 109,
118 and
119
1. However, if the market price of Ordinary Shares on the Scheduled Conversion Date is different to the price used to calculate the number of Ordinary Shares to be
issued on Conversion, the value of Ordinary Shares resulting from the Conversion of one Note may be worth more or less than $101.01. The value of Ordinary Shares
Holders receive could also be less than this amount if the Face Value has previously been reduced (following a Capital Trigger Event or Non-Viability Trigger Event
– see Section 2.5 for more information). If the Scheduled Conversion Conditions are not met, the Notes will not Convert on the Scheduled Conversion Date and the
Scheduled Conversion Conditions will be re-tested on the next possible Scheduled Conversion Date. The Notes may remain on issue indefinitely.
2. This example is for illustrative purposes only and does not indicate whether or not the Scheduled Conversion Conditions will actually be satisfied in respect of
a potential Scheduled Conversion Date.

26
Westpac Capital Notes 5
TopicSummaryFurther
information
Page(s)
2.2.7 How many
Ordinary
Shares will
I receive if
the Westpac
Capital Notes 5
are Converted?
Upon Conversion, Holders will receive for each Note they hold
a variable number of Ordinary Shares calculated using the
following formula:
Face Value
0.99 x VWAP
Face ValueInitially $100 per Note
VWA PThe VWAP during the VWAP Period
VWAP PeriodIn the case of a Scheduled Conversion,
the period of 20 Business Days on which
trading in Ordinary Shares took place
immediately preceding (but not including)
the Scheduled Conversion Date
For example, assuming the VWAP is $30.00, the number of
Ordinary Shares that Holders will receive for each Note on the
Scheduled Conversion Date would be calculated as follows:
Face Value$100.00
Divide by 0.99 x VWAP$29.70
Ordinary Shares per Note3.3670
Assuming the price of the Ordinary Shares on the Scheduled
Conversion Date is also $30.00, the aggregate value of the
Ordinary Shares would be approximately $101.01 (calculated by
multiplying 3.3670 Ordinary Shares by the Ordinary Share price
of $30.00).
Please be aware, the above example is for illustrative purposes
only. The actual VWAP and number of Ordinary Shares
that Holders may receive on Conversion on the Scheduled
Conversion Date may be higher or lower than in this example.
In addition, if the total number of Ordinary Shares to be
allotted and issued in respect of a Holder’s aggregate holding
of Notes includes a fraction of an Ordinary Share, that fraction
of an Ordinary Share will be disregarded. This has not been
considered in the above example.
Westpac
Capital Notes
5 Terms
clauses 9.1
108
2.2.8 Is there a limit
on the number
of Ordinary
Shares I will
receive on a
Scheduled
Conversion
Date?
Yes. The Westpac Capital Notes 5 Terms provide that the
number of Ordinary Shares that may be issued on Conversion
is subject to a Maximum Conversion Number. However, due to
the operation of the Scheduled Conversion Conditions, it is not
possible for Scheduled Conversion to occur if the Maximum
Conversion Number would be exceeded.
Sections 2.2.3
and 2.5.5
24 and
34
Westpac
Capital Notes
5 Terms
clauses 4.2(a)
and 9.1
103 and
108

2
27
Section 2 Information about Westpac Capital Notes 5
TopicSummaryFurther
information
Page(s)
2.2.9 What if I
do not wish
to receive
Ordinary
Shares or if I
am prohibited
or restricted
from receiving
Ordinary
Shares?
If you do not wish to receive Ordinary Shares, you can notify
Westpac of this at any time but no less than 15 Business Days
prior to the Conversion Date. If Conversion occurs and you
have notified Westpac that you do not wish to receive Ordinary
Shares, or if you are an Ineligible Holder
1
, then Westpac will issue
the relevant number of Ordinary Shares to the Sale Agent who
will hold the Ordinary Shares on trust for sale for your benefit
2
.
At the first reasonable opportunity, the Sale Agent will arrange
for the sale of the Ordinary Shares on your behalf and pay the
proceeds less selling costs, brokerage, stamp duty and other
taxes and charges, to you. No guarantee is given in relation to
the timing or price at which any sale will occur or whether a sale
can be achieved.
Westpac
Capital Notes
5 Terms
clause 9.10
109
2.3 Optional Redemption and optional Transfer
TopicSummaryFurther
information
Page(s)
2.3.1 Westpac’s
option to
Redeem or
Transfer the
Westpac
Capital Notes 5
Westpac may elect to Redeem or Transfer:
• all or some of the Notes on 22 September 2025; or
• all (but not some) of the Notes following a Tax Event or
Regulatory Event.
Redemption is subject to Westpac receiving APRA’s prior
written approval. There can be no certainty that APRA will
provide its prior written approval.
Westpac
Capital Notes
5 Terms
clauses 7,
8 and 16.2
(definition
of “Tax
Event” and
“Regulatory
Event”)
106, 107,
118 and
119
2.3.2 Tax EventA Tax Event will occur if Westpac determines, after receiving
a supporting opinion of reputable legal counsel or other tax
adviser in Australia experienced in such matters, that (as a
result of a Change of Law) there is a more than insubstantial
risk that:
• Westpac would be exposed to a more than de minimis
adverse tax consequence or increased cost in relation to the
Notes; or
• any Distribution would not be a frankable distribution within
the meaning of Division 202 of the Tax Act.
A Tax Event will not arise where, at the Issue Date, Westpac
expected the event would occur.
Westpac
Capital Notes
5 Terms
clause 16.2
(definition of
“Tax Event”)
119
1. Westpac will treat a Holder as not being an Ineligible Holder unless the Holder has otherwise notified it after the Issue Date and no less than 15 Business Days
prior to the Conversion Date.
2. If Conversion is occurring because of the occurrence of a Capital Trigger Event or Non-Viability Trigger Event and the Conversion is not effective and Ordinary
Shares are not issued for any reason to the Sale Agent within 5 Business Days, then: (i) those Notes will not be Converted in respect of such Capital Trigger Event
or Non-Viability Trigger Event (as the case may be) and will not be Converted, Redeemed or Transferred on any subsequent date; and (ii) all rights in relation to
those Notes will be terminated immediately on the Capital Trigger Event Conversion Date or Non-Viability Trigger Event Conversion Date (as the case may be)
(and Holders will lose all of the value of their investment in those Notes and they will not receive any compensation or unpaid Distributions).

28
Westpac Capital Notes 5
TopicSummaryFurther
information
Page(s)
2.3.3 Regulatory
Event
Broadly, a Regulatory Event will occur if Westpac receives legal
advice that, as a result of a change of law or regulation after
the Issue Date:
• additional requirements would be imposed on the Westpac
Group in relation to Notes which Westpac determines to be
unacceptable; or
• Westpac determines that it will not be entitled to treat
some or all of the Notes as Additional Tier 1 Capital of the
Westpac Group.
A Regulatory Event will not arise where, at the Issue Date,
Westpac expected the event would occur.
Westpac
Capital Notes
5 Terms
clause 16.2
(definition of
“Regulatory
Event”)
118
2.3.4 Meaning of
Redemption
Redemption means Westpac will pay to Holders the Face Value
(initially $100 per Note) for each Note Redeemed.
Westpac may only Redeem Notes if it replaces them with
capital of the same or better quality (and the replacement
is done under conditions that are sustainable for the income
capacity of Westpac) or obtains confirmation that APRA is
satisfied that Westpac does not have to replace the Notes.
Holders cannot request Redemption of their Notes.
Westpac
Capital Notes
5 Terms
clauses 7
and 16.2
(definition of
“Redemption”)
106 and
118
2.3.5 Meaning of
Transfer
Transfer means Westpac will arrange for a Nominated Party
to undertake to purchase Notes from Holders for the Face
Value. On Transfer, Holders will receive the Face Value (initially
$100 per Note) for each Note from the Nominated Party, paid
in cash.
If the Nominated Party does not pay the Face Value to Holders
on 22 September 2025 or following a Tax Event or Regulatory
Event, the Transfer will not proceed and Holders will continue
to hold their Notes.
The Nominated Party cannot be a member of the Westpac
Group or a related entity (as described in the Prudential
Standards) of Westpac.
Holders cannot request a Transfer of Notes.
Westpac
Capital Notes
5 Terms
clauses 8
and 16.2
(definition of
“Transfer”)
107 and
119

2
29
Section 2 Information about Westpac Capital Notes 5
2.4 Optional Conversion
TopicSummaryFurther
information
Page(s)
2.4.1 When does
Westpac have
an option
to Convert
Westpac
Capital
Notes 5?
Subject to satisfaction of the Optional Conversion Restriction,
Westpac may elect to Convert:
• all or some of the Notes on 22 September 2025; or
• all (but not some) of the Notes following a Tax Event or
Regulatory Event.
Westpac
Capital Notes
5 Terms
clauses 6
and 16.2
(definition
of “Tax
Event” and
“Regulatory
Event”)
Sections 2.3.2
and 2.3.3
(for a brief
description
of Tax
Events and
Regulatory
Events)
105, 118
and 119
27 and
28
2.4.2 Restrictions
or conditions
on Optional
Conversion
There are two types of restrictions or conditions that apply to
Optional Conversion:
1. A restriction that may prevent Westpac from choosing
to Convert the Notes (i.e., from sending an Optional
Conversion Notice to Holders)
The Optional Conversion Restriction applies to Optional
Conversion such that Westpac may not elect to Convert
the Notes if on the second Business Day before the date on
which Westpac is to send an Optional Conversion Notice the
VWAP of Ordinary Shares is:
• less than or equal to 56.12% of the Issue Date VWAP,
where Westpac chooses to Convert the Notes on
22 September 2025; and
• less than or equal to 22.20% of the Issue Date VWAP,
where Westpac chooses to Convert the Notes following
a Tax Event or Regulatory Event.
2. A condition that may prevent Westpac from Converting the
Notes on the Optional Conversion Date
Once an Optional Conversion Notice has been sent, Westpac
may still be prevented from Converting the Notes by the
operation of the Second Scheduled Conversion Condition,
which is deemed to apply to Optional Conversion as though
the proposed Optional Conversion Date were a Scheduled
Conversion Date.
The Second Scheduled Conversion Condition otherwise
applies as set out in Section 2.2.3, except that in the case
of Optional Conversion following a Tax Event or Regulatory
Event, it applies as if the reference to 50.51% referred to
20.20% of the Issue Date VWAP.
The percentages used in the above restrictions and conditions
for Optional Conversion are derived from market precedents
and the cap on the number of Ordinary Shares that are
permitted to be issued under the Prudential Standards and
ratings guidance.
Westpac
Capital Notes
5 Terms
clauses 6.2
and 6.4
105 and
106

30
Westpac Capital Notes 5
TopicSummaryFurther
information
Page(s)
2.4.3 Number of
Ordinary Shares
Holders will
receive on
an Optional
Conversion
Date
If the Notes are Converted on an Optional Conversion Date,
Holders will receive a variable number of Ordinary Shares on the
Conversion Date equal to the Conversion Number calculated
in the same manner as if Conversion was occurring on the
Scheduled Conversion Date (see Section 2.2.7), except that
the VWAP Period will be 20 Business Days on which trading
in Ordinary Shares took place immediately preceding, but not
including, the Optional Conversion Date.
Section 2.2.726
Westpac
Capital Notes
5 Terms
clause 16.2
(definition
of “VWAP
Period”)
120
2.4.4 Is there a limit
on the number
of Ordinary
Shares I will
receive on
an Optional
Conversion?
Yes. The Westpac Capital Notes 5 Terms provide that the
number of Ordinary Shares that may be issued on Conversion is
subject to a Maximum Conversion Number.
Westpac
Capital Notes
5 Terms
clause 9.1
108
2.4.5 Consequences
if Conversion
does not occur
on an Optional
Conversion
Date
If Westpac chooses to Convert the Notes (and gives an Optional
Conversion Notice to Holders) but the Second Scheduled
Conversion Condition (applied as described in Section 2.4.2)
prevents Conversion from occurring on the Optional Conversion
Date, Westpac will notify Holders and the Conversion will be
deferred until the next Distribution Payment Date on which
the Scheduled Conversion Conditions are satisfied as if that
Distribution Payment Date was a Scheduled Conversion Date
(the “Deferred Conversion Date”). The Scheduled Conversion
Conditions apply to Conversion on the Deferred Conversion
Date except that in the case of a Tax Event or Regulatory Event,
the Second Scheduled Conversion Condition will apply as if it
referred to 20.20% of the Issue Date VWAP.
Westpac
Capital Notes
5 Terms
clause 6.5
106

2
31
Section 2 Information about Westpac Capital Notes 5
2.5 Automatic Conversion – Capital Trigger Event
and Non-Viability Trigger Event
TopicSummaryFurther
information
Page(s)
2.5.1 Automatic
Conversion
of Westpac
Capital
Notes 5 –
Capital Trigger
Event and
Non-Viability
Trigger Event
Westpac must Convert all or some of the Notes following a:
• Capital Trigger Event; or
• Non-Viability Trigger Event.
The Scheduled Conversion Conditions do not need to be
satisfied following a Capital Trigger Event or Non-Viability
Trigger Event.
The proportion of Notes that will be Converted in these
circumstances may be determined by APRA (in the case of a
Non-Viability Trigger Event) or be dependent on restoration of
Westpac’s Common Equity Tier 1 Capital Ratio to above 5.125%
(either or both on a Level 1 or Level 2 basis, as the case may be)
(in the case of a Capital Trigger Event). Where a Non-Viability
Trigger Event occurs because APRA has determined that
without a public sector injection of capital, or equivalent
support, Westpac would become non-viable, all Notes must be
Converted at their full Face Value.
If Conversion does not occur for any reason following a Capital
Trigger Event or Non-Viability Trigger Event and Ordinary
Shares are not issued for any reason, then:
• those Notes will not be Converted in respect of such Capital
Trigger Event or Non-Viability Trigger Event (as the case may
be) and will not be Converted, Redeemed or Transferred on
any subsequent date; and
• the Holder’s rights in relation to those Notes will be
immediately and irrevocably terminated on the Capital
Trigger Event Conversion Date or Non-Viability Trigger Event
Conversion Date (as the case may be), and Holders will lose
all of the value of their investment in those Notes and they
will not receive any compensation.
If Westpac is required to Convert some of the Notes following
a Capital Trigger Event or Non-Viability Trigger Event, Westpac
must treat Holders on an approximate pro-rata basis among
themselves and other holders of Relevant Securities or in a
manner that is otherwise, in the opinion of Westpac, fair and
reasonable. This is subject to such adjustments as Westpac may
determine to take account of the effect of marketable parcels
of Notes and the need to round to whole numbers the number
of Ordinary Shares and any Notes or other Relevant Securities
remaining on issue, provided that such determination does
not impede the immediate Conversion of the relevant number
of Notes.
Westpac
Capital Notes
5 Terms
clauses 5.2,
5.4, 5.5 and
5.7
103 and
104

32
Westpac Capital Notes 5
TopicSummaryFurther
information
Page(s)
2.5.2 Capital
Trigger Event
A Capital Trigger Event will occur when Westpac determines,
or APRA notifies Westpac in writing that it believes, Westpac’s
Common Equity Tier 1 Capital Ratio is equal to or less than
5.125% on either or both a Level 1 and/or Level 2 basis.
Upon a Capital Trigger Event occurring, Westpac must Convert
(or otherwise terminate the rights attaching to) that number of
the Notes (or such percentage of the Face Value of the Notes)
as is sufficient (taking into consideration any conversion or
write down of other Relevant Securities) to return either or
both the Westpac Level 1 Common Equity Tier 1 Capital Ratio
or Westpac Level 2 Common Equity Tier 1 Capital Ratio (as the
case may be) to above 5.125%.
Westpac’s Common Equity Tier 1 Capital Ratio on a Level 2
basis of 10.1% as at 31 December 2017 equates to a surplus of
$20.4 billion of Common Equity Tier 1 Capital above the Capital
Trigger Event level of 5.125%. Westpac’s Common Equity Tier 1
Capital Ratio on a Level 1 basis of 9.9% as at 31 December 2017
equates to a surplus of $18.6 billion of Common Equity Tier 1
Capital above the Capital Trigger Event level of 5.125%.
See Sections 4.2.4 to 4.2.6 for more information about
Westpac’s Common Equity Tier 1 Capital Ratio.
The graph below illustrates the historical Common Equity Tier 1
Capital Ratio of Westpac on a Level 2 basis.
Westpac’s Common Equity Tier 1 Capital Ratio
1

(Level 2 basis) (%)
Sections 4.1.5
and 4.2.4 to
4.2.6
49 and
51 to 52
Westpac
Capital Notes
5 Terms
clauses 5.1,
5.2, 5.7 and
9.1
103, 104
and 108
Sep 12Mar 13Sep 13Mar 14Sep 14Mar 15Sep 15Mar 16Sep 16Mar 17Sep 17Dec 17
5.125%
8.2%
8.7%
9.1%
8.8%
9.0%
8.8%
9.5%
10.5%
9.5%
10.0%
10.1%
10.6%
The above graph is for illustrative purposes only and does not
indicate, guarantee or forecast Westpac’s Common Equity
Tier 1 Capital Ratio. The ratio may be higher or lower and
may be affected by regulatory change to the measurement
of capital or risk weighted assets (“RWA”) calculations and
unexpected events affecting Westpac’s business, operations
and financial condition.
1. All numbers prior to March 2013 on a pro-forma Basel III basis. Westpac's reported CET1 Ratio at 31 December 2017 takes into account the payment of the 2017
final dividend on Ordinary Shares paid on 22 December 2017.

2
33
Section 2 Information about Westpac Capital Notes 5
TopicSummaryFurther
information
Page(s)
2.5.3 Non-Viability
Trigger Event
A Non-Viability Trigger Event will occur when APRA notifies
Westpac in writing that it believes Conversion of some or all
Notes (or conversion or write down of other capital instruments
of the Westpac Group) or a public sector injection of capital, or
equivalent support, is necessary because, without it, Westpac
would become non-viable.
Upon a Non-Viability Trigger Event occurring, Westpac must
Convert (or otherwise terminate the rights attaching to the
Notes, if Conversion does not occur for any reason) that
number of the Notes (or such percentage of the Face Value
of the Notes) as is necessary (when added to the amount
of any other Relevant Securities converted or written down)
to satisfy APRA that Westpac will no longer be non-viable.
Where a Non-Viability Trigger Event occurs because APRA has
determined that without a public sector injection of capital,
or equivalent support, Westpac would become non-viable, all
Notes must be Converted at their full Face Value.
Whether a Non-Viability Trigger Event will occur is at the
discretion of APRA. APRA has not provided guidance on
when it will consider an entity to be non-viable and there
are currently no Australian precedents for this. However, it is
likely that APRA will consider an entity to be non-viable when,
for example, the entity is suffering from significant financial
stress, is insolvent or cannot raise money in the public or
private market.
Westpac
Capital Notes
5 Terms
clauses 5.3,
5.4, 5.7 and
9.1
104 and
108
2.5.4 How many
Ordinary
Shares will
I receive
on Conversion
following a
Capital Trigger
Event or
Non-Viability
Trigger Event?
If Notes are Converted following a Capital Trigger Event or
Non-Viability Trigger Event then in respect of each Note that
is Converted, Holders will receive a number of Ordinary Shares
equal to the lower of:
• the Maximum Conversion Number (which, applied on a
Conversion of this kind, is based on an Ordinary Share price
that reflects 20% of the Ordinary Share price at the time of
issue of the Notes); and
• the Conversion Number calculated in the same manner as
if Conversion was occurring on the Scheduled Conversion
Date (see Section 2.2.7) except that the VWAP Period will
be the 5 Business Days in which trading of Ordinary Shares
took place on ASX preceding, but not including, the Capital
Trigger Event Conversion Date or Non-Viability Trigger Event
Conversion Date, as applicable.
In addition, the Conversion of Notes into Ordinary Shares
on a Capital Trigger Event Conversion Date or Non-Viability
Trigger Event Conversion Date is not subject to the Scheduled
Conversion Conditions being satisfied. This means that, due
to the application of the Maximum Conversion Number,
depending on the market price of Ordinary Shares at the time,
Holders may (in the case of a Capital Trigger Event) and are
likely to (in the case of a Non-Viability Trigger Event) receive
significantly less than approximately $101.01 per Note (based
on the Initial Face Value of $100 per Note). If Holders receive
Ordinary Shares worth less than the Face Value of the Notes,
they will suffer loss as a consequence. The value received may
be nothing if Conversion does not occur for any reason and
Ordinary Shares are not issued for any reason.
Westpac
Capital Notes
5 Terms
clauses 5.5,
5.7, 9.1
and 16.2
(definition
of “VWAP
Period”)
104, 108
and 120

34
Westpac Capital Notes 5
TopicSummaryFurther
information
Page(s)
2.5.5 Is there a limit
on the number
of Ordinary
Shares I will
receive on
Conversion
following a
Capital Trigger
Event or
Non-Viability
Trigger Event?
Yes. The Maximum Conversion Number is used to limit the
number of Ordinary Shares to be issued on Conversion
following a Capital Trigger Event or Non-Viability Trigger Event.
The below example illustrates how many Ordinary Shares may
be issued for each Note on Conversion following a Capital
Trigger Event or Non-Viability Trigger Event, assuming a VWAP
of $4.00 and an Issue Date VWAP of $30.00. This example
is for illustrative purposes only. The actual VWAP, Issue Date
VWAP and Maximum Conversion Number may be higher or
lower than provided in this example, and may be adjusted
in certain circumstances as outlined in the Westpac Capital
Notes 5 Terms.
Step 1 – Calculate the Conversion Number of Ordinary Shares
for each Note
Face Value$100.00
Divide by 0.99 x VWAP$3.96
Ordinary Shares per Note25.2525
Step 2 – Calculate the Maximum Conversion Number
applicable to Conversion in the case of a Capital Trigger
Event or Non-Viability Trigger Event
Face Value$100.00
Divide by 0.20 x Issue Date VWAP$6.00
Ordinary Shares per Note16.6667
Westpac
Capital Notes
5 Terms
clauses 9.1 to
9.8
108 to
109
Step 3 – Assess the effect of the Maximum
Conversion Number
In this example, the Maximum Conversion Number is lower
than the Conversion Number of Ordinary Shares for each
Note. As a result, the number of Ordinary Shares a Holder
would receive for each Note would be limited to the Maximum
Conversion Number of Ordinary Shares for each Note. For
example, a Holder of a single Note would receive 16 Ordinary
Shares on Conversion in the case of a Capital Trigger Event or
Non-Viability Trigger Event (as a fraction of an Ordinary Share
to be allotted in respect of a Holder’s aggregate holding of
Notes will be disregarded). If those Ordinary Shares were sold
on the ASX at the same price as the VWAP (being $4.00),
the Holder would receive $64.00, thereby suffering a loss of
$36.00 on their investment of $100.00 on the Initial Face Value
of the Note.
The Maximum Conversion Number will be announced by
Westpac to the ASX at the time of issue of the Notes.
The Maximum Conversion Number may be adjusted up or
down to reflect transactions affecting the capital of Westpac
(including bonus issues, share splits, consolidations or other
similar transactions not involving any cash payment (or the
giving of any other form of consideration) to or by holders of
Ordinary Shares) as set out in the Westpac Capital Notes 5
Terms. The Maximum Conversion Number will not be adjusted
to reflect other transactions which may affect the price of
Ordinary Shares, including, for example, rights issues, returns
of capital, buy-backs or special dividends.

2
35
Section 2 Information about Westpac Capital Notes 5
TopicSummaryFurther
information
Page(s)
2.5.6 What happens
if Westpac
does not issue
Ordinary
Shares for
any reason
following
a Capital
Trigger
Event or
Non-Viability
Trigger Event?
If for any reason Conversion of Notes does not occur (for
example due to laws relating to the insolvency, winding-up or
other external administration of Westpac, Australian foreign
investment laws, the Corporations Act or other applicable laws,
an order of a court, an action of any government authority
or operational delays) and the Ordinary Shares are not issued
for any reason by 5.00pm on the fifth Business Day following a
Capital Trigger Event or Non-Viability Trigger Event, then:
• those Notes will not be Converted in respect of such Capital
Trigger Event or Non-Viability Trigger Event (as the case may
be) and will not be Converted, Redeemed or Transferred on
any subsequent date; and
• all rights in relation to those Notes will be terminated
immediately on the Capital Trigger Event Conversion Date or
Non-Viability Trigger Event Conversion Date (as the case may
be), and Holders will lose all of the value of their investment
in those Notes and they will not receive any compensation or
unpaid Distributions.
Westpac
Capital Notes
5 Terms
clause 5.8
105
2.6 Automatic Conversion – Acquisition Event
TopicSummaryFurther
information
Page(s)
2.6.1 Automatic
Conversion
of Westpac
Capital Notes 5
– Acquisition
Event
Westpac must Convert all (but not some) of the Notes
following an Acquisition Event subject to a modified
application of the Second Scheduled Conversion Condition
(see Section 2.6.3 below).
Westpac
Capital Notes
5 Terms
clause 5.9
105
2.6.2 Acquisition
Event
An Acquisition Event will occur where:
• a takeover bid is made for Ordinary Shares and certain
conditions are satisfied; or
• a scheme of arrangement is proposed and approved and
certain conditions are satisfied.
However, an Acquisition Event will not have occurred where
Westpac is replaced as the ultimate holding company of the
Westpac Group by an Approved Successor in accordance with
the Westpac Capital Notes 5 Terms.
Westpac
Capital Notes
5 Terms
clause 16.2
(definition of
“Acquisition
Event”)
116
2.6.3 Conditions on
Conversion
following
an Acquisition
Event
The Second Scheduled Conversion Condition will apply in
a modified form following an Acquisition Event such that
Conversion will not occur unless the VWAP of Ordinary Shares
during the 20 Business Days before (but not including) the
Acquisition Event Conversion Date is greater than 20.20% of
the Issue Date VWAP.
Westpac
Capital Notes
5 Terms
clauses
4.2(a)(ii) and
5.9(b)
103 and
105

36
Westpac Capital Notes 5
TopicSummaryFurther
information
Page(s)
2.6.4 How many
Ordinary
Shares will
I receive on
Conversion
following
an Acquisition
Event?
If Notes are Converted following an Acquisition Event, Holders
will receive a variable number of Ordinary Shares on the
Conversion Date equal to the Conversion Number calculated
in the same manner as if Conversion was occurring on the
Scheduled Conversion Date (see Section 2.2.7), subject to the
following adjustments:
• the VWAP Period will be the 20 Business Days on which
trading in Ordinary Shares took place immediately preceding,
but not including, the Acquisition Event Conversion Date;
• the First Scheduled Conversion Condition will not apply; and
• the Second Scheduled Conversion Condition will be applied
as if the reference to 50.51% were a reference to 20.20%.
Section 2.2.726
Westpac
Capital Notes
5 Terms
clauses
5.9(b), 9.1
and 16.2
(definition
of “VWAP
Period”)
105, 108
and 120
2.6.5 Is there a limit
on the number
of Ordinary
Shares I
will receive
on Conversion
following an
Acquisition
Event?
Yes. The Westpac Capital Notes 5 Terms provide that the
number of Ordinary Shares that may be issued on Conversion is
subject to a Maximum Conversion Number.
Westpac
Capital Notes
5 Terms
clause 9.1
108
2.7 Ranking of the Westpac Capital Notes 5 in a Winding Up
TopicSummaryFurther
information
Page(s)
Ranking of Westpac
Capital Notes 5 in a
Winding Up
In the event of a Winding Up (and assuming the Notes are
still on issue and have not been Redeemed or Converted
or otherwise had the rights attaching to them terminated
following a Capital Trigger Event or Non-Viability Trigger
Event), the right of Holders to receive a return of capital will
rank ahead of Ordinary Shares, equally among themselves
and with Equal Ranking Capital Securities, but subordinated
to Senior Creditors. The ranking of the Notes in a Winding
Up will be adversely affected if a Capital Trigger Event or
a Non-Viability Trigger Event occurs. It is likely that such
an event would occur prior to a Winding Up, requiring the
Conversion of Notes. If Conversion has occurred, Holders will
hold Ordinary Shares and will rank equally with other holders
of Ordinary Shares.
However, if for any reason Conversion of Notes following a
Capital Trigger Event or Non-Viability Trigger Event does not
occur (for example due to laws relating to the insolvency,
winding-up or other external administration of Westpac,
Australian foreign investment laws, the Corporations Act or
other applicable laws, an order of a court, an action of any
government authority or operational delays) and the Ordinary
Shares are not issued for any reason by 5.00pm on the fifth
Business Day following a Capital Trigger Event or Non-Viability
Trigger Event, then:
Sections 1.4,
5.1.8, 5.1.9,
5.1.23 and
5.1.24
10, 57, 58
and 61
Westpac
Capital Notes
5 Terms
clauses 2, 5.8
and 13.4
101, 105
and 113

2
37
Section 2 Information about Westpac Capital Notes 5
TopicSummaryFurther
information
Page(s)
Ranking of Westpac
Capital Notes 5
in a Winding Up
(continued)
• those Notes will not be Converted in respect of such Capital
Trigger Event or Non-Viability Trigger Event (as the case may
be) and will not be Converted, Redeemed or Transferred on
any subsequent date; and
• all rights in relation to those Notes will be terminated
immediately on the Capital Trigger Event Conversion Date
or Non-Viability Trigger Event Conversion Date (as the case
may be).
In these circumstances, Holders will lose all of the value of
their investment in those Notes and they will not receive any
compensation or unpaid Distributions and those Notes will
have no ranking in a Winding Up.
For a diagrammatic representation of the way Notes will rank
on a Winding Up, see Section 1.4.
For the potential effect on the assets of Westpac available to
meet the claims of a Holder in a Winding Up where Westpac
is replaced by an Approved Successor as the ultimate holding
company of the Westpac Group, see Section 2.8.1.
2.8 Other key features of the Westpac Capital Notes 5
TopicSummaryFurther
information
Page(s)
2.8.1 Approved
Successor
Where Westpac is replaced as the ultimate holding company
of the Westpac Group by an Approved Successor and certain
other conditions are satisfied, Conversion of the Notes will
not be triggered but Westpac may instead be allowed to
make amendments (provided APRA’s prior written approval
is obtained) to substitute the Approved Successor as the
debtor of the Notes and the issuer of ordinary shares issued
on Conversion and to make certain other amendments to the
Westpac Capital Notes 5 Terms. Accordingly, if:
• Westpac is replaced by an Approved Successor as the
ultimate holding company of the Westpac Group; and
• a substitution of the Approved Successor as the debtor of
the Notes and the issuer of ordinary shares on Conversion
is effected under the Westpac Capital Notes 5 Terms,
Holders will be obliged to accept Approved Successor
Shares on Conversion, and will not receive Ordinary Shares
on Conversion.
Westpac
Capital Notes
5 Terms
clauses 5.10
and 13.4
105 and
113
2.8.2 Westpac
Capital Notes 5
are not deposit
liabilities or
protected
accounts
The Notes are not deposit liabilities or protected accounts
of Westpac for the purposes of the Banking Act or Financial
Claims Scheme and are not subject to the depositor protection
provisions of Australian banking legislation (including the
Australian Government guarantee of certain bank deposits).
Section 5.1.155
Westpac
Capital Notes
5 Terms
clause 14.1
114
2.8.3 No restriction
on future
issues of
securities
by Westpac
Westpac may issue other securities, including further Notes,
or other Capital Securities that rank equally with, ahead of or
behind the Notes whether in respect of distributions, dividends,
return of capital or principal in a Winding Up of Westpac or
otherwise, without the approval of Holders.
Section 5.1.23 61
Westpac
Capital Notes
5 Terms
clause 14.2
114

38
Westpac Capital Notes 5
TopicSummaryFurther
information
Page(s)
2.8.4 Participation
in future issues
of securities
by Westpac
The Notes do not carry a right for Holders to participate in new
issues of Westpac securities.
Westpac
Capital Notes
5 Terms
clause 14.7
114
2.8.5 No set-offNeither Westpac nor any Holder is entitled to set-off any
amounts due in respect of the Notes against any amount of
any nature owed by Westpac to the Holder or by the Holder
to Westpac (as applicable).
Westpac
Capital Notes
5 Terms
clause 14.3
114
2.8.6 Voting rightsHolders have no right to vote at any general meeting of
Westpac before Conversion.
Holders have certain voting rights which can be exercised
at a meeting of Holders, as set out in the Notes Deed Poll.
Following Conversion, Holders will become holders of
Ordinary Shares and have the voting rights that attach to
Ordinary Shares.
Section 7.4.478
Westpac
Capital Notes
5 Terms
clause 14.7
114
2.8.7 Notes Deed
Poll
A trustee has not been appointed for the Notes. Instead, a
Notes Deed Poll has been made by Westpac in favour of each
person who is from time to time a Holder.
The Notes Deed Poll contains:
• the agreement of Westpac to observe its obligations as set
out in the Westpac Capital Notes 5 Terms;
• an obligation on Westpac to appoint the Registrar and
procure the Registrar to establish and maintain a Westpac
Capital Notes 5 Register; and
• provisions for meetings of Holders.
Holders will be bound by the terms of the Notes Deed Poll,
the Westpac Capital Notes 5 Terms and this Prospectus
when Notes are Allotted or transferred to them or they
purchase Notes.
The Registrar will hold the original executed Notes Deed Poll
on behalf of Holders. Each Holder can enforce the obligations
of Westpac under the Notes Deed Poll and the Westpac
Capital Notes 5 Terms independently of the Registrar and each
other Holder.
An electronic copy of the Notes Deed Poll can be
viewed and/or downloaded from Westpac's website at
www.westpac.com.au/westpaccapnotes5. The Notes Deed Poll
is incorporated by reference into this Prospectus.
See the
Notes
Deed Poll,
available at
Westpac’s
website
at www.
westpac.
com.au/
westpaccap
notes5
N /A

3
39
WARNING – Westpac Capital Notes 5 are not deposit liabilities of Westpac, are riskier than bank deposits and may not be suitable for some investors.
Their overall complexity may make them difficult to understand and the risks associated with the Notes could result in the loss of all of your investment.
If you do not fully understand how they work or the risks associated with them, you should obtain professional advice.
This Section sets out:
3.1 What are Westpac CPS?
3.2 The Reinvestment Offer
3.3 Options for Westpac CPS holders
3.4 Key differences between Westpac CPS and Westpac Capital Notes 5
3.5 What are the risks associated with the Reinvestment Offer?
3.6 Further information about Westpac CPS and the Reinvestment Offer
Section 3
Reinvestment Offer for
Westpac CPS holders

40
Westpac Capital Notes 5
1. The first Westpac CPS Optional Conversion/Redemption Date of 31 March 2018 is not a business day for the purposes of the Westpac CPS Terms and accordingly,
the transfer of Non-Participating Westpac CPS will occur on the next business day (being 3 April 2018).
3.1 What are Westpac CPS?
Westpac CPS are fully paid, perpetual, convertible,
unguaranteed and unsecured preference shares issued
by Westpac. Westpac CPS trade on ASX under the
code “WBCPC”.
Westpac has amended the Westpac CPS Terms to enable:
• the transfer of Participating Westpac CPS to the Westpac
CPS Nominated Party on 13 March 2018 for $100 per
Participating Westpac CPS (to facilitate the Reinvestment
Offer);
• the payment of the Pro-Rata Westpac CPS Dividend and
amendment of the dividend period for the Final Westpac
CPS Dividend; and
• the transfer of Non-Participating Westpac CPS to the
Westpac CPS Nominated Party for $100 per Westpac
CPS, on 3 April 2018.
1

The amended Westpac CPS Terms were lodged by
Westpac with the ASX on 5 February 2018.
A transfer notice in respect of Participating Westpac CPS
and Non-Participating Westpac CPS was lodged on the
ASX on 5 February 2018 in accordance with the Westpac
CPS Terms.
3.2 The Reinvestment Offer
The Reinvestment Offer is an opportunity for Eligible
Westpac CPS Holders to apply to reinvest some or all of
their Westpac CPS in Notes. Participating Westpac CPS will
be transferred to the Westpac CPS Nominated Party on
13 March 2018 for $100 per Participating Westpac CPS and
the Transfer Proceeds will be automatically reinvested in
Notes ($100 per Note).
To be eligible to participate in the Reinvestment Offer,
Westpac CPS holders must:
• be registered holders of Westpac CPS at 7.00pm (Sydney
time) on the Reinvestment Offer Record Date, being
29 January 2018; and
• be shown on the Westpac CPS Register as having an
address in Australia.
Participating Westpac CPS Holders will be Allocated one
Note for each Participating Westpac CPS reinvested.
Participating Westpac CPS Holders will also be entitled
to the Pro-Rata Westpac CPS Dividend on 13 March 2018
for each Westpac CPS held on the record date for the
Pro-Rata Westpac CPS Dividend (provided the dividend
payment test in the Westpac CPS Terms is satisfied). These
payments will be made in the same way in which dividends
on Westpac CPS have previously been paid. You may
amend these instructions with the Registrar up to 5.00pm
(Sydney time) on 5 March 2018.
All Eligible Westpac CPS Holders will either be emailed a
link to the electronic version of the Prospectus and online
Reinvestment Application Form or will be mailed a printed
Prospectus with a personalised Reinvestment Application
Form (based on their communications election) shortly
after the Offer opens.
Westpac will give priority to Applications received under
the Reinvestment Offer (including Applications made
through Syndicate Brokers) when Allocating the Notes.
This priority does not apply to Applications for additional
Notes by Eligible Westpac CPS Holders (as further
described in Option 1 in Section 3.3) and if you apply for
additional Notes, you may not receive the full Allocation of
additional Notes applied for.
Eligible Westpac CPS Holders who apply to participate
in the Reinvestment Offer are taken to agree to a holding
lock being placed on those Westpac CPS elected for
reinvestment pending completion of the Reinvestment
Offer. Once the holding lock has been applied, you will not
be able to dispose of or otherwise successfully deal with
those Westpac CPS. However, it is also your responsibility
to ensure that you do not dispose of or otherwise deal with
those Westpac CPS.
No brokerage or stamp duty is payable on the reinvestment
of the Transfer Proceeds under the Reinvestment Offer or
an Application for additional Notes.
3.3 Options for Westpac
CPS holders
Eligible Westpac CPS Holders have two options to consider
which are described in the table on the following page.
Holders of Westpac CPS who are not eligible to participate
in the Reinvestment Offer should refer to Option 2 in the
table on the following page.

3
41
Section 3 Reinvestment Offier for Westpac CPS holders
Options
Option 1 –
Reinvest some
or all of your
Westpac CPS
in Notes
If you choose
to participate
in the
Reinvestment
Offer only in
respect of
some of your
Westpac CPS,
please also
refer to Option
2 in respect
of any Non-
Participating
Westpac CPS
• Eligible Westpac CPS Holders may apply to participate in the Reinvestment Offer in respect of
some or all of their Westpac CPS held on the Reinvestment Offer Record Date.
See Section 8.2 for details on how to apply.
• If you choose to participate in the Reinvestment Offer, you will elect to reinvest each Participating
Westpac CPS, which will be automatically reinvested towards the subscription for any Notes. You
do not need to submit an Application Payment in respect of Westpac CPS being reinvested.
• Eligible Westpac CPS Holders who apply to reinvest all of their Westpac CPS may also
apply for additional Notes. You will need to submit an Application Payment for the additional Notes.
See Section 8.2 for details on how to apply.
• Eligible Westpac CPS Holders who choose this option will be paid the Pro-Rata Westpac CPS
Dividend on 13 March 2018 for each Participating Westpac CPS being reinvested, provided the
dividend payment test in the Westpac CPS Terms is satisfied. The Pro-Rata Westpac CPS Dividend
is the last dividend you will receive on any Participating Westpac CPS.
• You will also be paid the Final Westpac CPS Dividend on 3 April 2018
1
for any Non-Participating
Westpac CPS not reinvested that you hold on the Final Westpac CPS Dividend Record Date,
provided the dividend payment test in the Westpac CPS Terms is satisfied.
Option 2 – Do
not participate
in the
Reinvestment
Offer
• If you are:
– an Eligible Westpac CPS Holder and you have chosen not to participate in the Reinvestment
Offer (no action is required to be taken under this option); or
– an Eligible Westpac CPS Holder and you have elected to participate in the Reinvestment Offer
but in respect of only some of your Westpac CPS; or
– a holder of Westpac CPS on the Reinvestment Offer Record Date but do not meet the eligibility
criteria to qualify as an Eligible Westpac CPS Holder and therefore cannot elect to participate in
the Reinvestment Offer; or
– an Eligible Westpac CPS Holder who has elected to participate in the Reinvestment Offer but
either (a) did not receive an Allocation of Notes or (b) had your Allocation of Notes scaled back,
you are considered a “Non-Participating Westpac CPS Holder” in relation to any Non-Participating
Westpac CPS you continue to hold after 13 March 2018 (being the expected transfer date for
Participating Westpac CPS).
• If you are a Non-Participating Westpac CPS Holder, no further action is required and you can
continue to hold your Non-Participating Westpac CPS until 3 April 2018. Non-Participating
Westpac CPS will be treated in accordance with the Westpac CPS Terms.
– You will be paid the Pro-Rata Westpac CPS Dividend on 13 March 2018 for each Westpac CPS
you hold on the record date for the Pro-Rata Westpac CPS Dividend, provided the dividend
payment test in the Westpac CPS Terms is satisfied.
– Your Westpac CPS will be automatically transferred to the Westpac CPS Nominated Party on
3 April 2018
2
(in accordance with the Westpac CPS Terms). On that date, you will be paid the
transfer proceeds of $100 per Non-Participating Westpac CPS.
– You will also be paid the Final Westpac CPS Dividend on 3 April 2018
1
for each Westpac CPS you
hold on the Final Westpac CPS Dividend Record Date, provided the dividend payment test in
the Westpac CPS Terms is satisfied.
– These payments will be made in accordance with your payment instructions recorded on the
Westpac CPS Register. You may amend these instructions with the Registrar up to 5.00pm
(Sydney time) on the record date for the relevant Westpac CPS dividend payment.
• Holders of Non-Participating Westpac CPS may choose to sell their Westpac CPS on ASX at the
prevailing market price, which may be higher or lower than the transfer proceeds of $100. The last
day of trading for Westpac CPS is expected to be 14 March 2018. It is also expected that off-market
transfers of Westpac CPS will not be accepted after 23 March 2018. You may be required to pay
applicable brokerage if you choose to sell Westpac CPS on ASX.
1. The first Westpac CPS Optional Conversion/Redemption Date of 31 March 2018 is not a business day for the purposes of the Westpac CPS Terms and accordingly,
the Final Westpac CPS Dividend payment will be made on the next business day (being 3 April 2018).
2. The first Westpac CPS Optional Conversion/Redemption Date of 31 March 2018 is not a business day for the purposes of the Westpac CPS Terms and accordingly
the transfer of Non-Participating Westpac CPS will occur, and Final Westpac CPS Dividend payment will be made, on the next business day (being 3 April 2018).

42
Westpac Capital Notes 5
3.4 Key differences between Westpac CPS and Westpac Capital Notes 5
There are a number of differences between Westpac CPS and the Notes which you should be aware of before deciding
whether to reinvest your Westpac CPS under the Reinvestment Offer.
The following table describes the key features of Westpac CPS and the Notes and highlights the main differences between
them. This table is not an exhaustive description of the differences between Westpac CPS and the Notes. If you have any
questions about the differences between Westpac CPS and the Notes, you should seek advice from your financial or other
professional adviser before deciding to invest in the Notes.
Westpac Capital Notes 5Westpac CPS
IssuerWestpacWestpac
Issue price$100 per Note$100 per Westpac CPS
ASX codeWBCPH
1
WBCPC
Legal formNote – unsecured subordinated debt
obligation
Preference share
Distributions/
dividends
Discretionary, non-cumulative, floating
rate Distributions, payable quarterly in
arrear, subject to the satisfaction of the
Distribution Payment Conditions
Preferred, non-cumulative, floating rate
dividends, payable semi-annually in arrear,
subject to the satisfaction of a dividend
payment test
Expected to be fully
franked
Ye sYe s
Distribution/dividend
rate
(Margin + 90 day Bank Bill Rate)
x (1 – Tax Rate)
(Margin + 180 day bank bill rate)
x (1 – tax rate)
MarginMargin of 3.20% per annum Margin of 3.25% per annum
Maturity dateNo fixed maturity date but scheduled
to Convert into Ordinary Shares on
22 September 2027 (subject to satisfaction
of the Scheduled Conversion Conditions)
No fixed maturity date but scheduled to
convert into Ordinary Shares on 31 March
2020 (subject to the satisfaction of the
conversion conditions)
Redemption at
the issuer’s option
(subject to APRA’s
prior written approval)
Yes, on 22 September 2025, and
in certain specified circumstances
(as described in Section 2.3)
Yes, on 31 March 2018 and each dividend
payment date thereafter, and in certain
specified circumstances
Potential conversion
to Ordinary Shares
(other than on a
Capital Trigger Event
or Non-Viability
Trigger Event)
Yes, Scheduled Conversion on
22 September 2027 (as described
in Section 2.2), Optional Conversion
(as described in Section 2.4) or following
an Acquisition Event (as described
in Section 2.6), each being subject to
certain conditions
Yes, scheduled conversion on
31 March 2020, at Westpac’s option on
31 March 2018 and any dividend payment
date after 31 March 2018 or following an
acquisition event and in certain other
specified circumstances, each being subject
to certain conditions
1. Westpac has applied for the Westpac Capital Notes 5 to be quoted on ASX and they are expected to trade under the code WBCPH.

3
43
Section 3 Reinvestment Offier for Westpac CPS holders
Westpac Capital Notes 5Westpac CPS
Conversion to
Ordinary Shares on
a Capital Trigger
Event or Non-Viability
Trigger Event
Yes. Holders may receive, in the case of
a Capital Trigger Event, and are likely
to receive, in the case of a Non-Viability
Trigger Event, Ordinary Shares that are
worth significantly less than the Face
Value. However, if a Capital Trigger Event
or Non-Viability Trigger Event occurs
and Conversion of Notes is not possible,
all rights in relation to those Notes
will be terminated immediately on the
Capital Trigger Event Conversion Date or
Non-Viability Trigger Event Conversion
Date (as the case may be) (and Holders
will lose all of the value of their investment
in those Notes and Holders will not receive
any compensation or unpaid Distributions)
(as described in Section 2.5)
Yes, upon the occurrence of a capital
trigger event only (Level 2 only)
Ranking in a Winding
Up of Westpac
If Notes are on issue at the time of a
Winding Up, they will rank ahead of
Ordinary Shares, equally with all Equal
Ranking Capital Securities and behind
Senior Creditors (including depositors
and holders of Westpac’s senior or less
subordinated debt) of Westpac
However, it is likely that a Capital Trigger
Event or Non-Viability Trigger Event would
occur prior to a Winding Up
If Notes have been Converted into Ordinary
Shares, Holders will become holders of
Ordinary Shares and will rank equally with
other holders of Ordinary Shares
If Conversion is not possible following a
Capital Trigger Event or a Non-Viability
Trigger Event, all rights in relation to those
Notes will be terminated immediately on
the Capital Trigger Event Conversion Date
or Non-Viability Trigger Event Conversion
Date (as the case may be) and Holders will
lose all of the value of their investment in
those Notes. In these circumstances, those
Notes will have no ranking in a Winding Up
Refer to Section 2.7
Effectively rank in priority to Ordinary
Shares, equally with equal ranking capital
securities of Westpac and behind senior
creditors (including depositors and holders
of Westpac’s senior or less subordinated
debt) of Westpac
If Westpac CPS have been converted
into Ordinary Shares, holders will
become holders of Ordinary Shares and
will rank equally with other holders of
Ordinary Shares

44
Westpac Capital Notes 5
3.5 What are the risks
associated with the
Reinvestment Offer?
The main risks of participating in the Reinvestment Offer
are the same risks relating to an investment in Notes and
in Westpac. For further information about these risks, see
Section 5. These risks should be considered carefully before
you apply to reinvest in Notes under the Reinvestment
Offer or apply for additional Notes.
There are also the risks that you may not receive the full
Allocation of Notes that you apply for or that the Offer
does not proceed. See Option 2 in Section 3.3 and Section
3.6.2 for further details.
If following the Reinvestment Offer, you hold both Notes
and any Non-Participating Westpac CPS, you will hold two
securities with different terms and conditions and different
risk profiles until, as intended, your Non-Participating
Westpac CPS are transferred to the Westpac CPS
Nominated Party.
3.6 Further information about
Westpac CPS and the
Reinvestment Offer
3.6.1 Taxation consequences of the
Reinvestment Offer
Section 6 provides information about the general taxation
consequences of participating in the Reinvestment Offer.
The Australian taxation consequences of participating in
the Reinvestment Offer will depend on your individual
circumstances. You should obtain your own taxation advice
before you invest in, hold, or dispose of Westpac CPS
and/or Notes.
3.6.2 What happens if the Offer does not
proceed?
If you have elected to apply to reinvest some or all of
your Westpac CPS under the Reinvestment Offer and the
Offer does not proceed, your Westpac CPS will remain on
issue and be dealt with in accordance with the Westpac
CPS Terms. You will be paid the Pro-Rata Westpac CPS
Dividend on 13 March 2018 (to the extent it has not been
paid and provided the dividend payment test in the
Westpac CPS Terms is satisfied) and your Westpac CPS are
expected to be transferred to the Westpac CPS Nominated
Party on 3 April 2018
1
(subject to the Westpac CPS Terms).
On that date, you will be paid the transfer proceeds of $100
per Westpac CPS you still hold on 3 April 2018, and you
will also be paid the Final Westpac CPS Dividend for each
Westpac CPS you hold on the Final Westpac CPS Dividend
Record Date (provided the dividend payment test in the
Westpac CPS Terms is satisfied).
These payments will be made in accordance with your
payment instructions recorded on the Westpac CPS
Register. You may amend these instructions with the
Registrar up to 5.00pm (Sydney time) on the record date
for the relevant Westpac CPS dividend payment.
3.6.3 What will happen if the transfer of Westpac
CPS to a Westpac CPS Nominated Party
does not occur as expected?
If either the transfer in respect of:
• the Participating Westpac CPS does not occur as
expected on 13 March 2018 for any reason; or
• the Non-Participating Westpac CPS does not occur
as expected on 3 April 2018 for any reason,
the relevant Westpac CPS the subject of the relevant
transfer will remain on issue until otherwise dealt with
in accordance with the Westpac CPS Terms. In addition,
no Notes will be allocated to Participating Westpac CPS
Holders under the Reinvestment Offer if the transfer of
Participating Westpac CPS does not occur.
1. The first Westpac CPS Optional Conversion/Redemption Date of 31 March 2018 is not a business day for the purposes of the Westpac CPS Terms and
accordingly the transfer of Non-Participating Westpac CPS will occur, and the Final Westpac CPS Dividend payment will be made, on the next business day
(being 3 April 2018).

45
WARNING – Westpac Capital Notes 5 are not deposit liabilities of Westpac, are riskier than bank deposits and may not be suitable for some investors.
Their overall complexity may make them difficult to understand and the risks associated with the Notes could result in the loss of all of your investment.
If you do not fully understand how they work or the risks associated with them, you should obtain professional advice.
This Section sets out:
4.1 Overview of Westpac’s business including summary financial information
4.2 Capital management strategy and capital ratios
4.3 Funding and liquidity
4.4 Royal Commission into the banking, superannuation and financial services industries
Section 4
About Westpac
4

46
Westpac Capital Notes 5
4.1 Overview of Westpac’s
business including summary
financial information
4.1.1 Overview of Westpac’s business
Westpac is one of the four major banking organisations
in Australia and one of the largest banking organisations
in New Zealand. The Westpac Group provides a broad
range of banking and financial services in these markets,
including consumer, business and institutional banking and
wealth management services.
Westpac has branches, affiliates and controlled entities
throughout Australia, New Zealand, Asia and in the Pacific
region, and maintains branches and offices in some of the
key financial centres around the world.
As at 30 September 2017, Westpac and its controlled
entities had total assets of approximately $852 billion.
Westpac’s Ordinary Shares and certain other securities
are quoted on ASX and, as at 22 January 2018, Westpac’s
Ordinary Share market capitalisation was approximately
$104 billion.
The performance of Ordinary Shares during the period
from January 2008 to January 2018 is set out in the
graph below.
Westpac Ordinary Shares daily closing price
1
Jan
2008
Jan
2009
Jan
2010
Jan
2011
Jan
2012
Jan
2013
Jan
2014
Jan
2015
Jan
2016
Jan
2017
Jan
2018
$45
$40
$35
$30
$25
$20
$15
$10
$5
$0
4.1.2 Organisational structure
Westpac’s operations comprise the following key
customer-facing business divisions operating under
multiple brands.
Consumer Bank (“CB”) is responsible for sales and service
to consumer customers in Australia under the Westpac,
St.George, BankSA, Bank of Melbourne and RAMS brands.
Activities are conducted through a dedicated team of
specialist consumer relationship managers along with
Westpac’s call centres and Westpac’s extensive network
of branches and ATMs. Customers are also supported
by a range of internet and mobile banking solutions. CB
also works in an integrated way with BT Financial Group
(Australia) (“BTFG”) and Westpac Institutional Bank
(“WIB”) in the sales and service of select financial services
and products, including in wealth and foreign exchange.
The revenue from these products is mostly retained by the
product originator.
Business Bank (“BB”) is responsible for sales and
service to micro, small to medium enterprises (SME) and
commercial business customers in Australia for facilities
up to approximately $150 million. The division operates
under the Westpac, St.George, BankSA and Bank of
Melbourne brands. Customers are provided with a wide
range of banking and financial products and services
to support their borrowing, payments and transaction
needs. In addition, specialist services are provided for cash
flow finance, trade finance, automotive and equipment
finance, property finance and treasury. The division is also
responsible for consumer customers with auto finance
loans. BB works in an integrated way with BTFG and WIB
in the sales and service of select financial services and
products including corporate superannuation, foreign
exchange and interest rate hedging. The revenue from
these products is mostly retained by the product originator.
BT Financial Group (Australia) (“BTFG”) is the
Australian wealth management and insurance arm
of the Westpac Group, providing a broad range of
associated services. BTFG’s funds management
operations include the manufacturing and distribution
of investment, superannuation, retirement products,
wealth administration platforms, private banking, margin
lending and equities broking. BTFG’s insurance business
covers the manufacturing and distribution of life, general
and lenders mortgage insurance. The division also uses
third parties to manufacture certain general insurance
products. In managing risk across all insurance classes, the
division reinsures certain risks using external providers.
BTFG operates a range of wealth, funds management and
financial advice brands and operates under the banking
brands of Westpac, St.George, Bank of Melbourne and
BankSA for Private Wealth and Insurance.
Westpac Institutional Bank (“WIB”) delivers a broad
range of financial products and services to commercial,
corporate, institutional and government customers with
connections to Australia and New Zealand. WIB operates
through dedicated industry relationship and specialist
product teams, with expert knowledge in transactional
banking, financial and debt capital markets, specialised
capital and alternative investment solutions. Customers
are supported throughout Australia as well as via branches
and subsidiaries located in New Zealand, the US, UK and
Asia. WIB is also responsible for Westpac Pacific, currently
providing a range of banking services in Fiji and PNG.
WIB works in an integrated way with all the Westpac
Group’s divisions in the provision of more complex financial
needs, including across foreign exchange and fixed
interest solutions.
Westpac New Zealand is responsible for sales and service
of banking, wealth and insurance products for consumers,
business and institutional customers in New Zealand.
Westpac conducts its New Zealand banking business
through two banks in New Zealand:
• Westpac New Zealand Limited (WNZL), which is
incorporated in New Zealand; and
• Westpac Banking Corporation (New Zealand Branch),
which is incorporated in Australia.
Westpac New Zealand operates via an extensive network
of branches and ATMs across both the North and South
Islands. Business and institutional customers are also
1. Past performance is not necessarily an indicator of future performance. Source: IRESS

4
47
Section 4 About Westpac
served through relationship and specialist product teams.
Banking products are provided under the Westpac brand,
while insurance and wealth products are provided under
Westpac Life and BT brands, respectively. Westpac New
Zealand also maintains its own infrastructure, including
technology, operations and treasury.
Group Businesses include:
• Treasury, which is responsible for the management of
the Westpac Group’s balance sheet including wholesale
funding, capital and management of liquidity. Treasury
also manages the interest rate risk and foreign exchange
risks inherent in the balance sheet, including managing
the mismatch between Westpac Group assets and
liabilities. Treasury’s earnings are primarily sourced
from managing the Westpac Group’s balance sheet
and interest rate risk (excluding Westpac New Zealand)
within set risk limits;
• Group Technology, which comprises functions for the
Australian businesses, is responsible for technology
strategy and architecture, infrastructure and operations,
applications development and business integration; and
• Core Support, which comprises functions performed
centrally, including Australian banking operations,
property services, strategy, finance, risk, compliance,
legal and human resources.
Group Technology costs are fully allocated to other
divisions in the Westpac Group. Core Support costs are
partially allocated to other divisions in the Westpac Group,
with costs attributed to enterprise activity retained in
Group Businesses.
Group Businesses also includes earnings on capital not
allocated to divisions, accounting entries for certain intra-
group transactions that facilitate the presentation of the
performance of the Westpac Group’s operating segments,
earnings from non-core asset sales, earnings and costs
associated with the Group’s fintech investments and certain
other head office items such as centrally raised provisions.
4.1.3 Consolidated Income Statement and selected financial information
1
Reported
30 September
2016
$m
Reported
30 September
2017
$m
Interest income 31,82231,232
Interest expense (16,674)(15,716)
Net interest income 15,148 15,516
Non-interest income5,837 6,286
Net operating income before operating expenses and impairment charges20,98521,802
Operating expenses(9,217)(9,434)
Impairment charges(1,124) (853)
Profit before income tax 10,64411,515
Income tax expense(3,184) (3,518)
Net profit for the year7,4607,997
Profit attributable to non-controlling interests(15)(7)
Net profit attributable to owners of Westpac Banking Corporation7,4457,990
Selected financial information
Expense to income ratio43.9%43.3%
Statutory earnings per Ordinary Share – basic (cents)224.6238.0
Ordinary Dividends per Ordinary Share (cents)188188
1. The consolidated income statement has been derived from Westpac’s audited financial report as at and for the full year ended 30 September 2017.

48
Westpac Capital Notes 5
4.1.4 Consolidated Balance Sheet and unaudited pro-forma Consolidated Balance Sheet
1
Reported
30 September
2016
$m
Reported
30 September
2017
$m
Pro-forma
Adjustments
$m
Pro-forma
30 September
2017
$m
Assets
Cash and balances with central banks17,01518,39763319,030
Receivables due from other financial
institutions
9,9517,1287,128
Trading securities, other financial
assets designated at fair value and
available-for-sale securities
81,83386,03486,034
Derivative financial instruments32,22724,03324,033
Loans661,926684,919684,919
Life insurance assets14,19210,64310,643
Other assets22,05820,721 20,721
Total assets839,202851,875633852,508
Liabilities
Payables due to other financial
institutions
18,20921,90721,907
Deposits and other borrowings513,071533,591533,591
Other financial liabilities at fair value
through income statement
4,7524,0564,056
Derivative financial instruments36,07625,37525,375
Debt issues169,902168,356168,356
Life insurance liabilities12,3619,0199,019
Other liabilities10,84510,563 10,563
Total liabilities excluding loan capital765,216772,867–772,867
Loan capital15,80517,66624417,910
Total liabilities781,021790,533244790,777
Net assets58,18161,34238961,731
Shareholders’ equity
Total equity attributable to owners of
Westpac Banking Corporation
58,12061,28838961,677
Non-controlling interests615454
Total shareholders’ equity and non-
controlling interests
58,18161,34238961,731
1. The consolidated balance sheet has been derived from Westpac’s audited annual financial report as at 30 September 2017.

4
49
Section 4 About Westpac
Impact of the issue of the Westpac Capital Notes 5 on
Westpac’s consolidated balance sheet
The unaudited pro-forma balance sheet shows the
adjustments that would be made to Westpac’s audited
consolidated balance sheet as at 30 September 2017,
assuming:
• an issue of $1,450 million
1
of Notes, less Offer costs
of $17 million; and
• the retirement of $1,189 million of Westpac CPS, assuming
$500 million is reinvested in Notes
2
and $689 million
of Non-Participating Westpac CPS are transferred to
the Westpac CPS Nominated Party with $300 million
being redeemed and $389 million being converted into
Ordinary Shares.
The impact of the pro-forma adjustments show an
increase in Westpac’s net assets and shareholders’ equity
of $389 million. The Offer will not have a material impact
on Westpac’s financial position. The anticipated proceeds
received under the Offer will be used by Westpac for
general business purposes.
4.1.5 Consolidated capital adequacy position and pro-forma consolidated capital adequacy position
(Level 2)
Capital and Leverage ratios
(Level 2)
Reported
30 September
2017
Reported
31 December
2017
Pro-forma
Adjustments
Pro-forma
31 December
2017
Common Equity Tier 1 Capital Ratio10.6%10.1%0.1%10.2%
Additional Tier 1 Capital Ratio2.1%2.1% 0.1%2.2%
Tier 1 Capital Ratio12.7%12.2% 0.2% 12.4%
Tier 2 Capital Ratio 2.1%2.1% – 2.1%
Total Capital Ratio14.8%14.3% 0.2%14.5%
Leverage Ratio5.7%5.5%0.1%5.6%
Impact of the issue of the Westpac Capital Notes 5 on
Westpac’s Level 2 capital adequacy position
The reported Level 2 capital adequacy position of Westpac
as at 31 December 2017 is set out in the above table. The
reported Level 2 capital adequacy position of Westpac
is discussed in Section 4.2.5.
The table also shows the unaudited pro-forma capital
adequacy position (Level 2) as at 31 December 2017
assuming the following pro-forma adjustments:
• the issue of $1,450 million
1
of Notes, which increases the
pro-forma Additional Tier 1 Capital Ratio by 0.4%;
• the retirement of $1,189 million of Westpac CPS assuming
$500 million is reinvested in Notes
2
and $689 million
of Non-Participating Westpac CPS are transferred to
the Westpac CPS Nominated Party with $300 million
being redeemed and $389 million being converted into
Ordinary Shares. This reduces the pro-forma Additional
Tier 1 Capital Ratio by 0.3%; and
• the issue of $389 million of Ordinary Shares following the
conversion of $389 million of Non-Participating Westpac
CPS into Ordinary Shares, less Offer costs of $17 million,
which increases the pro-forma Common Equity Tier 1
Capital Ratio by 0.1%.
The impact of the pro-forma adjustments represents an
increase in Westpac’s Tier 1 Capital Ratio and Total Capital
Ratio of 0.2%.
APRA has confirmed that the Notes will be eligible
for inclusion as Additional Tier 1 Capital under APRA’s
Prudential Standard APS 111.
4.2 Capital management strategy
and capital ratios
4.2.1 Capital adequacy framework
APRA is the prudential regulator of the Australian financial
services industry. It oversees credit unions, building
societies, general insurance and reinsurance companies,
life insurers, friendly societies, most members of the
superannuation industry, and Authorised Deposit-taking
Institutions (“ADIs”) such as Westpac. APRA’s website at
www.apra.gov.au includes further details of its functions
and Prudential Standards.
APRA’s Prudential Standards aim to ensure that ADIs
remain adequately capitalised to support the risks
associated with their activities and to generally protect
Australian depositors.
APRA applies a tiered approach to measuring Westpac’s
capital adequacy by assessing financial strength at
three levels:
• Level 1, comprising Westpac and its subsidiary entities
that have been approved by APRA as being part of
a single ‘Extended Licensed Entity’ for the purposes
of measuring capital adequacy;
• Level 2, the consolidation of Westpac and all its
subsidiary entities (including offshore subsidiaries such
as Westpac New Zealand Limited) except those entities
specifically excluded by APRA regulations such as
insurance or wealth management subsidiaries; and
1. Westpac may raise more or less than $1,450 million under the Offer and these figures will be impacted accordingly.
2. The actual Westpac CPS reinvestment rate may be more or less and this figure will be impacted accordingly.

50
Westpac Capital Notes 5
1. ADIs will be notified of any decision to set, or increase, the level of the countercyclical buffer up to 12 months before the date from which it applies.
• Level 3, the consolidation of Westpac and all its
subsidiary entities.
APRA measures an ADI’s regulatory capital as a percentage
of RWA, by reference to:
• Common Equity Tier 1 Capital (“CET1”), the highest
quality components of capital that consists of paid-up
share capital, retained profits and certain reserves,
less certain intangible assets, capitalised expenses
and software, and investments and retained profits in
insurance and funds management subsidiaries that are
not consolidated for capital adequacy purposes. The
ratio of CET1 to RWA is called the “Common Equity
Tier 1 Capital Ratio” (“CET1 Ratio”);
• Tier 1 Capital, being the sum of Common Equity Tier 1
Capital and Additional Tier 1 Capital. Additional Tier 1
Capital comprises high quality components of capital
that consists of certain securities not included in
Common Equity Tier 1 Capital, but which include loss
absorbing characteristics such as the Notes. The ratio of
Tier 1 Capital to RWA is called the “Tier 1 Capital Ratio”;
and
• Total Capital, being the sum of Tier 1 Capital and Tier 2
Capital. Tier 2 Capital includes subordinated instruments
and other components of capital that, to varying
degrees, do not meet the criteria for Tier 1 Capital, but
nonetheless contribute to the overall strength of an
ADI and its capacity to absorb losses. The ratio of Total
Capital to RWA is called the “Total Capital Ratio”.
APRA has confirmed that the Notes will constitute
Additional Tier 1 Capital for the purposes of Westpac’s
regulatory capital requirements.
4.2.2 Regulatory capital requirements
Under APRA’s Prudential Standards, Australian ADIs,
including Westpac, are required to maintain at least the
following minimum ratios of capital to RWA at Level 1 and
Level 2:
• 4.5% Common Equity Tier 1 Capital;
• 6% Tier 1 Capital; and
• 8% Total Capital.
APRA may also require ADIs, including Westpac, to
meet prudential capital requirements (“PCR”) above the
minimum capital ratios. APRA does not allow the PCR for
individual ADIs to be disclosed.
APRA also requires ADIs to hold an additional buffer of
capital above the ADI's minimum capital ratios (“capital
buffer”). This must be met with CET1. The capital
buffer comprises:
• a capital conservation buffer. The capital conservation
buffer for a domestic systemically important bank
(“D-SIB”) is 3.5% of RWA, unless otherwise determined
by APRA. APRA has determined that Westpac is a D-SIB;
and
• a countercyclical capital buffer. The countercyclical
capital buffer is set on a jurisdictional basis and APRA
is responsible for setting the requirement in Australia,
currently within a range of 0% to 2.5% of RWA
1
. The
countercyclical capital buffer requirement is currently
set to zero for Australia and New Zealand.
APRA’s Prudential Standards are generally consistent
with the international regulatory framework for banks,
also known as Basel III, issued by the Basel Committee on
Banking Supervision (“BCBS”), except where APRA has
exercised certain discretions. On balance, the application
of these discretions acts to reduce capital ratios reported
under APRA’s Prudential Standards relative to the BCBS
approach and to those reported in some other jurisdictions.
4.2.3 Capital regulatory developments
Financial System Inquiry’s (“FSI”) recommendations
on bank capital
In 2014, the Australian Government completed a review of
the Australian Financial System and recommended that
APRA set capital standards such that the capital ratios of
Australian ADIs are “unquestionably strong.”
On 19 July 2017, APRA released an Information Paper titled,
Strengthening banking system resilience – establishing
unquestionably strong capital ratios. In its release, APRA
concluded that the four major Australian banks, including
Westpac, need to have a CET1 Ratio of at least 10.5%,
as measured under the existing capital framework to be
considered “unquestionably strong”. Banks are expected
to meet this new benchmark by 1 January 2020.
APRA has indicated that their implementation of capital
standards to produce “unquestionably strong capital ratios”
will also incorporate changes to the prudential framework
resulting from the finalisation of international Basel III
reforms in December 2017.
APRA has announced that it intends to release a discussion
paper on proposed revisions to the capital framework and,
following release of the discussion paper, that it expects
to consult on draft prudential standards giving effect to
the new framework in 2018, leading to the determination
of final prudential standards in 2019. The new framework
is anticipated to take effect in early 2021.
Whilst APRA has signalled that its revisions to the capital
framework will not necessitate further capital increases for
the industry above the 10.5% benchmark, the details of the
changes (including at a product level) remain unclear.
Accordingly, these changes may reduce the surplus of CET1
that Westpac currently holds above the PCR and capital
buffer as outlined in section 4.2.6.
In addition to the risk based capital ratio, APRA has
announced it intends to implement other capital related FSI
recommendations including:
• the introduction of a Leverage Ratio that acts as a
backstop to ADIs’ risk-based capital requirements; and
• the implementation of a framework for additional loss
absorbing capacity.
Resolution planning and APRA’s crisis
management powers
In response to the FSI recommendations, the Australian
Government also agreed to further reforms regarding
crisis management powers.
In August 2017, Treasury issued draft legislation to
strengthen APRA’s crisis management powers. This
was introduced into Parliament in October 2017 and

4
51
Section 4 About Westpac
subsequently referred to the Senate Economics Legislation
Committee. The intention of these reforms is to strengthen
APRA’s powers to facilitate the orderly resolution of an
institution so as to protect the interests of depositors and
to protect the stability of the financial system. The reforms
also enhance APRA’s ability to take actions in relation to
resolution planning, including measures to ensure regulated
entities and their groups are better prepared for resolution.
Macro-prudential regulation
Since December 2014, APRA has made use of macro-
prudential measures targeting mortgage lending that
continue to impact lending practices in Australia. These
measures include limits on investment property lending
growth, serviceability assessments, and from March 2017
restrictions on interest only loans and limits on the volume of
interest only loans with loan-to-valuation ratios above 80%.
Westpac has implemented a number of steps to comply
with these limits.
4.2.4 Capital management strategy
Westpac’s approach to capital management seeks to
balance the fact that capital is an expensive form of
funding with the need to be adequately capitalised as an
ADI. Westpac considers the need to balance efficiency,
flexibility and adequacy when determining sufficiency of
capital and when developing capital management plans.
Westpac evaluates these considerations through an Internal
Capital Adequacy Assessment Process, the key features of
which include:
• the development of a capital management strategy,
including consideration of regulatory minimums, capital
buffers and contingency plans;
• consideration of both economic and regulatory capital
requirements;
• a stress testing framework that challenges the capital
measures, coverage and requirements including the
impact of adverse economic scenarios; and
• consideration of the perspectives of external
stakeholders including rating agencies and equity and
debt investors.
Westpac’s preferred capital range
In light of APRA’s announcement on “unquestionably
strong” capital on 19 July 2017, Westpac has ceased
to use its preferred range of 8.75% to 9.25% of RWAs
for the CET1 Ratio as a guide to managing CET1 levels.
Westpac will revise its preferred range for the CET1 Ratio
once APRA finalises its review of the capital adequacy
framework. In the interim, Westpac will seek to operate
with a CET1 Ratio of at least 10.5% in March and September
as measured under the existing capital framework. This also
takes into consideration:
• current regulatory minimums and capital buffers;
• stress testing to calibrate an appropriate buffer against
a downturn; and
• quarterly volatility of capital ratios due to the half yearly
cycle of dividend payments.
Distribution restrictions
Should an ADI’s Level 1 or Level 2 CET1 Ratio fall below
the PCR plus the capital buffer (“Distribution Restriction
Trigger” or “DRT”), restrictions on the distribution of
earnings will apply (“Maximum Distributable Amount”).
This includes restrictions on the amount of earnings that
can be distributed through dividends, Additional Tier
1 Capital distributions (which will include distribution
payments on the Notes) and discretionary staff bonuses
(“Tier 1 Capital Distributions”). The Distribution Restriction
Trigger is currently 8.0% for D-SIBs, however it may be
higher for individual ADIs.
The Maximum Distributable Amount that can be paid as
Tier 1 Capital Distributions is limited in accordance with the
diagram below which sets out the indicative Distribution
Restriction Trigger. Earnings are defined as distributable
profits calculated prior to deduction of Tier 1 Capital
Distributions on an after tax basis.
APRA Prudential
Standard
1
Distribution
Restriction
Trigger
8.0%
Capital
buffer
3.5%
Maximum
distributable
amount
CET1 above
MDA
CET1 above
5.125%
CET1
<5.125%
Westpac
1
Level 2 CET1
10.1% as at
31 December
2017
CET1 Trigger
5.125%
Distribution
increasingly
restricted
CET1
above
DRT
CET1
above
5.125%
CET1
<5.125%
Management
Buffer
4th quartile
3rd quartile
2nd quartile
1st quartile
Minimum
CET1
4.5%
60%
40%
20%
0%
�
PCR + 3.5%
�
PCR + 2.625%
�
PCR + 1.75%
�
PCR + 0.875%
An ADI can apply to APRA to make payments in excess
of the Maximum Distributable Amount. APRA will only
grant approval where it is satisfied that an ADI has
established measures to raise capital equal to or greater
than the amount above the constraint that it wishes to
distribute. The Corporations Act does not limit the sources
of payment of Distributions on the Notes to the profits
of a particular year or period.
In addition, under the Westpac Capital Notes 5 Terms,
if a Distribution has not been paid in full for a relevant
Distribution Payment Date, Westpac must not:
• determine or pay any Dividends on its Ordinary Shares;
or
• undertake any discretionary Buy Back or Capital
Reduction.
Distributions can be paid in certain limited circumstances.
However, it is expected that Westpac would give priority
to the payment of distributions on Additional Tier 1 Capital
securities (including Notes) over payments of Dividends
and discretionary bonuses so it is not restricted from
paying Dividends.
Other Additional Tier 1 Capital securities within the
Westpac Group include similar restrictions if distributions
on those securities are not paid in full.
1. The Distribution Restriction Trigger is currently 8.0% for D-SIBs, however it may be higher for individual ADIs (including Westpac).

52
Westpac Capital Notes 5
4.2.5 CET1 Ratio
Westpac’s reported CET1 Ratio at 31 December 2017 was
9.9% on a Level 1 basis, and 10.1% on a Level 2 basis and
these take into account the 2017 final dividend on Ordinary
Shares paid on 22 December 2017.
Westpac is well placed to meet APRA’s unquestionably
strong CET1 benchmark of 10.5% by 2020 as outlined in
Section 4.2.3.
4.2.6 CET1 Ratio and the Notes
Under the Terms, the Notes include certain loss absorption
features required by APRA, such as Conversion of the
Notes into Ordinary Shares or if for any reason Conversion
does not occur, the termination of Holders’ rights, when
Westpac’s CET1 Ratio falls to or below a certain threshold
– see Sections 2.5.2 and 5.1.6 for a discussion on the
Capital Trigger Event. A Capital Trigger Event may occur if
Westpac’s CET1 Ratio declines to (or falls below) 5.125%, on
either a Level 1 or Level 2 basis, as defined by APRA.
The table at the end of this section 4.2.6 shows Westpac’s
CET1 surplus above the Capital Trigger Event level of
5.125% and Distribution Restriction Trigger of 8.0%. The
Distribution Restriction Trigger of 8.0% applies to D-SIBs,
however it may be higher for individual ADIs (including
Westpac) – see Section 4.2.4.
A CET1 Ratio of 9.9% on a Level 1 basis and 10.1% on a Level
2 basis at 31 December 2017 equates to:
• a surplus of $18.6 billion and $20.4 billion for the Level 1
Westpac Group and Level 2 Westpac Group respectively
of CET1 above the Capital Trigger Event level of 5.125%;
and
• a surplus of $7.5 billion and $8.6 billion for the Level 1
Westpac Group and Level 2 Westpac Group respectively
of CET1 above a Distribution Restriction Trigger of 8.0%.
Differences between Westpac’s Level 1 and Level 2 CET1
Ratios relate principally to the level of capital held by, and
RWA of, offshore banking subsidiaries. Westpac expects
its Level 1 and Level 2 capital ratios to move in a broadly
similar way over time, based on Westpac’s current capital
management policy for Westpac subsidiaries which
assumes surplus capital is repatriated from subsidiaries
(subject to subsidiary board and overseas regulatory
approvals).
Westpac gives no assurance as to what its CET1 Ratio
on a Level 1 or Level 2 basis will be at any time as it
may be significantly impacted by regulatory changes to
the measurement of capital or RWA calculations, and
unexpected events affecting its business, operations and
financial condition.
CET1 surplus above the Capital Trigger Event and Distribution Restriction Trigger
Reported
31 March
2017
Reported
30 September
2017
Reported
31 December
2017
Level 1 Westpac Group
Surplus ($bn) above Capital Trigger Event level of 5.125%18.720.218.6
Surplus ($bn) above Distribution Restriction Trigger of 8.0%8.19.27. 5
Level 2 Westpac Group
Surplus ($bn) above Capital Trigger Event level of 5.125%19.622.020.4
Surplus ($bn) above Distribution Restriction Trigger of 8.0%8.010.38.6

4
53
Section 4 About Westpac
4.3 Funding and liquidity
4.3.1 Funding
The Westpac Group monitors the composition and stability
of its funding so that it remains within the Westpac Group’s
funding risk appetite. This includes targeting greater than
75% of total funding from stable sources. Stable sources
include customer deposits, wholesale term funding with
residual maturity greater than 12 months, securitisation
and equity. Maintaining a diverse funding base with the
capacity and flexibility to access a wide range of funding
markets, debt investors, currencies, maturities and products
is an important part of managing liquidity risk.
4.3.2 Liquidity
The Westpac Group has a liquidity risk management
framework which seeks to meet the objective of meeting
cash flow obligations under a wide range of market
conditions, including name specific and market-wide stress
scenarios, as well as meeting the regulatory requirements
of the Liquidity Coverage Ratio (“LCR”) and Net Stable
Funding Ratio (“NSFR”).
Liquid Assets
The Westpac Group’s liquid asset portfolio includes both
high-quality liquid assets (“HQLA”) and other securities
that are eligible for repurchase with a central bank. In
total, Westpac held $137.8 billion in unencumbered liquid
assets as at 30 September 2017. At 30 September 2017,
the portfolio comprised:
• $72.1 billion of cash, deposits at central banks,
government and semi-government bonds;
• $17.8 billion of repo-eligible private securities; and
• $47.9 billion of self-originated AAA rated mortgage
backed securities, which are eligible collateral for
repurchase agreements with the RBA or the Reserve
Bank of New Zealand.
LCR
The LCR requires banks to hold sufficient HQLA, as
defined, to withstand 30 days under a regulator-defined
acute stress scenario.
Given the limited amount of Government debt in
Australia, the RBA, jointly with APRA, makes available
to ADIs a Committed Liquidity Facility (“CLF”). Subject
to the satisfaction of qualifying conditions, the CLF
can be accessed to help meet the LCR requirement. In
order to have access to a CLF, ADIs are required to pay
a fee of 15 basis points (0.15%) per annum to the RBA
on the approved undrawn facility. APRA has approved
a CLF allocation for Westpac of $57 billion for the 2018
calendar year.
The Westpac Group’s LCR as at 31 December 2017
was 116%.
Net Stable Funding Ratio
The Westpac Group is required to maintain a NSFR,
designed to encourage longer-term funding resilience, of
at least 100% which came into effect on 1 January 2018.
Based on the latest guidance from APRA, Westpac had an
estimated NSFR of 110% at 31 December 2017.
4.4 Royal Commission into the
banking, superannuation and
financial services industries
On 14 December 2017, the Australian Government
established a Royal Commission into the alleged
misconduct of Australia’s banks and other financial services
entities. The inquiry will consider a number of matters,
including the conduct of banks, insurers, financial services
providers and superannuation funds (not including self-
managed superannuation funds), and how well equipped
regulators are to identify and address misconduct. The
inquiry will not inquire into other matters such as financial
stability or the resilience of Australia’s banks. The Royal
Commissioner is required to have regard to the implications
of any proposed changes to laws on the general economy,
the cost of financial services for consumers, competition in
the financial sector and financial system stability.
Under its terms of reference, the Royal Commission will
be required to submit its final report by 1 February 2019
(and may provide an interim report by no later than
30 September 2018). The recommendations by, and
the adopted outcomes of, the Royal Commission are
uncertain and could, either individually or in aggregate
with other regulatory action, adversely affect Westpac's
business, reputation, prospects, financial performance or
financial condition.

54
WARNING – Westpac Capital Notes 5 are not deposit liabilities of Westpac, are riskier than bank deposits and may not be suitable for some investors.
Their overall complexity may make them difficult to understand and the risks associated with the Notes could result in the loss of all of your investment.
If you do not fully understand how they work or the risks associated with them, you should obtain professional advice.
This Section sets out:
5.1 Investment risks relating to the Westpac Capital Notes 5
5.2 Investment risks relating to Westpac
Section 5
Investment risks

5
55
Section 5 Investment risks
Before applying for any Notes, you should consider
whether the Notes are a suitable investment for you. There
are risks associated with an investment in the Notes, many
of which are outside the control of Westpac. These risks
include those in this Section 5 and other matters referred
to in this Prospectus. You should carefully consider the
risks described and the other information in this Prospectus
before investing in Notes. The risks and uncertainties
described below are not the only ones Westpac faces.
Additional risks and uncertainties that Westpac is unaware
of, or that Westpac currently deems to be immaterial,
may also become important factors that affect the Notes
or Westpac.
5.1 Investment risks relating to
the Westpac Capital Notes 5
Set out in this Section 5.1 are risks associated specifically
with an investment in the Notes. In particular, these risks
arise from the nature of the Notes and the Westpac Capital
Notes 5 Terms. You should also consider the other risks in
Section 5.2 as they relate to Westpac.
5.1.1 Investments in Notes are not deposit
liabilities or protected accounts under the
Banking Act or Financial Claims Scheme
Investments in Notes are an investment in Westpac and will
be affected by the ongoing performance, financial position
and solvency of Westpac. They are not deposit liabilities
or protected accounts of Westpac for the purposes of
the Banking Act or Financial Claims Scheme and are not
subject to the depositor protection provisions of Australian
banking legislation (including the Australian Government
guarantee of certain bank deposits). Therefore, the
Notes are not guaranteed or insured by the Australian
Government, any government agency or compensation
scheme of Australia or any other jurisdiction.
5.1.2 Market price of the Notes may fluctuate
Westpac has applied for quotation of the Notes on ASX,
but Westpac is unable to forecast the market price and
liquidity of the market for the Notes. The market price for
the Notes may fluctuate due to various factors, including:
• Australian and international general conditions (including
inflation rates, interest rates and currency exchange
rates), changes in government policy, changes in
regulatory policy, the expressed views of regulators,
investor sentiment and general market movements,
which may or may not have an impact on Westpac’s
actual operating performance;
• operating results of Westpac that vary from expectations
of securities analysts and investors;
• changes in expectations as to Westpac’s future financial
performance, including financial estimates by securities
analysts and investors;
• changes in market valuations of other financial services
institutions;
• announcement of acquisitions, strategic partnerships,
joint ventures or capital commitments by Westpac or
its competitors;
• changes in the market price of Ordinary Shares and/
or other debt securities or other Capital Securities
issued by Westpac or by other issuers, or changes in the
supply of equity securities or capital securities issued by
Westpac or by other issuers;
• the occurrence or increase in the likelihood of the
occurrence of a Capital Trigger Event or a Non-Viability
Trigger Event; and
• other major Australian and international events such
as hostilities and tensions, and acts of terrorism.
It is possible that the Notes will trade at a market price
above or below the Face Value as a result of these and
other factors.
5.1.3 The liquidity of the Notes may be low
The market for the Notes will likely be less liquid than the
market for Ordinary Shares. Holders who wish to sell their
Notes may be unable to do so at an acceptable price, or at
all, if insufficient liquidity exists in the market for the Notes.
Westpac does not guarantee the market price or liquidity
of the Notes. There is a risk that if Holders sell Notes before
the Scheduled Conversion Date, Holders may lose some of
the money they have invested.
5.1.4 Distributions may not be paid
Distributions are discretionary and only payable subject to
satisfaction of the Distribution Payment Conditions, being:
• Westpac’s absolute discretion;
• the payment of Distributions not resulting in a breach of
Westpac’s capital requirements (on a Level 1 basis) or of
the Westpac Group’s capital requirements (on a Level 2
basis) under the then current Prudential Standards at the
time of payment;
• the payment of Distributions not resulting in Westpac
becoming, or being likely to become, insolvent; and
• APRA not otherwise objecting to the payment.
There are restrictions on the amount of earnings that can
be distributed through Tier 1 Capital Distributions should
an ADI’s Level 1 or Level 2 CET1 Ratios fall below the
Distribution Restriction Trigger (as more fully described in
Section 4.2.4). This may result in a Distribution Payment
Condition not being satisfied. Payments of Distributions are
non-cumulative. If a Distribution is not paid in full because
the Distribution Payment Conditions are not satisfied or
because of any other reason, Holders will not be entitled to
receive the unpaid portion of that Distribution. No interest
accrues on any unpaid Distributions and Westpac has
no liability to the Holder and the Holder has no claim in
respect of such non-payment.
Non-payment of a Distribution will not be an event
of default
1
and Holders have no right to apply for a
Winding Up on the grounds of Westpac’s failure to pay
a Distribution.
However, if a Distribution has not been paid in full for a
relevant Distribution Payment Date, then until a Distribution
is paid in full on a subsequent Distribution Payment
Date (or all Notes are Converted at their full Face Value,
Redeemed or terminated following a failure to Convert)
Westpac must not:
1. The Westpac Capital Notes 5 Terms do not include any events of default.

56
Westpac Capital Notes 5
• determine or pay any Dividends on its Ordinary Shares;
or
• undertake any discretionary Buy Back or
Capital Reduction,
unless the amount of the unpaid Distribution is paid in
full within 20 Business Days of the relevant Distribution
Payment Date (and in certain other limited circumstances).
However, it is expected that Westpac would give priority
to the payment of distributions on Additional Tier 1 Capital
securities (including Notes) over payments of Dividends
and discretionary bonuses so it is not restricted from
paying Dividends.
Further, the terms of Westpac’s other outstanding and
future securities could limit Westpac’s ability to make
payments on the Notes. If Westpac does not make
payments on other securities, payments may not be
permitted to be made in respect of the Notes.
5.1.5 Changes in the Distribution Rate
The Distribution Rate is calculated for each Distribution
Period by reference to the relevant 90 day Bank Bill Rate,
which is influenced by a number of factors and varies over
time. The Distribution Rate will fluctuate and may increase
and/or decrease over time with movements in the 90 day
Bank Bill Rate.
Refer to the graph in Section 2.1.6 to see the movements
in the 90 day Bank Bill Rate over the last 10 years.
As the Distribution Rate fluctuates, there is a risk that the
rate may become less attractive when compared to returns
available on comparable securities issued by Westpac or
other issuers or other investments.
Westpac does not guarantee any particular rate of return
on the Notes.
5.1.6 A Capital Trigger Event or a Non-Viability
Trigger Event may occur
A Capital Trigger Event occurs when Westpac determines,
or APRA notifies Westpac in writing that it believes, that
either or both the Westpac Level 1 Common Equity Tier
1 Capital Ratio or Westpac Level 2 Common Equity Tier 1
Capital Ratio is equal to or is less than 5.125%.
The Common Equity Tier 1 Capital Ratio is the ratio
of Westpac’s Common Equity Tier 1 Capital to its risk
weighted assets, where Common Equity Tier 1 Capital
comprises the highest quality components of capital.
A Non-Viability Trigger Event occurs when APRA notifies
Westpac in writing that it believes:
• Conversion of all or some Notes (or conversion or write
down of other capital instruments of the Westpac Group)
is necessary because, without it, Westpac would become
non-viable; or
• a public sector injection of capital, or equivalent support,
is necessary because, without it, Westpac would become
non-viable.
It should be noted that whether a Non-Viability Trigger
Event will occur is at the discretion of APRA and there
are currently no Australian precedents for this. The
circumstances in which APRA may exercise its discretion
are not limited to when APRA may have a concern about a
bank’s capital levels but may also include when APRA has
a concern about a bank’s funding and liquidity levels or any
other matters affecting a bank’s viability.
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. However, it is possible that APRA’s
definition of non-viability may not necessarily be confined
to these matters and APRA’s position on these matters
may change over time. As the occurrence of a Non-Viability
Trigger Event is at the discretion of APRA, there can be no
assurance given as to the factors and circumstances that
might give rise to such an event.
Refer to Section 4.2.6 for further details regarding the
surplus of Common Equity Tier 1 Capital above the Capital
Trigger Event level of 5.125%.
Differences between Westpac’s Level 1 and Level 2
Common Equity Tier 1 Capital relate principally to the level
of capital held by, and risk weighted assets of, offshore
banking subsidiaries. Westpac expects its Level 1 and Level
2 capital ratios to move in a broadly similar way over time
based on Westpac’s current capital management policy for
Westpac subsidiaries.
5.1.7 Conversion following a Capital Trigger
Event or Non-Viability Trigger Event
Upon the occurrence of a Capital Trigger Event or
Non-Viability Trigger Event, all or some of the Notes (or a
percentage of the Face Value of each Note), will Convert
into the Conversion Number of Ordinary Shares based
on the VWAP during the 5 Business Days prior to but not
including the Capital Trigger Event Conversion Date or
Non-Viability Trigger Event Conversion Date.
If a Non-Viability Trigger Event occurs because APRA has
determined that without a public sector injection of capital,
or other public sector support, Westpac would become
non-viable, then Westpac must Convert all of the Notes.
Conversion following a Capital Trigger Event or
Non-Viability Trigger Event is not subject to the Scheduled
Conversion Conditions being satisfied and Holders will
receive the Conversion Number of Ordinary Shares on
the Conversion Date, which will not exceed the Maximum
Conversion Number.
Maximum Conversion Number
The Conversion Number of Ordinary Shares following a
Capital Trigger Event or Non-Viability Trigger Event is
subject to the Maximum Conversion Number. The Maximum
Conversion Number of Ordinary Shares following a Capital
Trigger Event or Non-Viability Trigger Event will be
calculated based on a VWAP set to reflect 20% of the Issue
Date VWAP.
Accordingly, depending upon the Ordinary Share price
during the 5 Business Days prior to a Capital Trigger Event
Conversion Date or Non-Viability Trigger Event Conversion
Date, the value of Ordinary Shares received for each
Note may (in the case of a Capital Trigger Event) and is
likely to (in the case of a Non-Viability Trigger Event) be
significantly less than approximately $101.01 for each Note
(based on the Initial Face Value of $100 per Note).

5
57
Section 5 Investment risks
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 Westpac Capital Notes
5 Terms do not limit the transactions that Westpac may
undertake with respect to its share capital and any such
action may increase the risk that Holders receive only the
Maximum Conversion Number and so adversely affect the
position of Holders.
Order of Conversion of Relevant Securities
If Westpac is only required to convert a certain amount of
Relevant Securities, Westpac will determine the amount
of Notes which will be Converted and other Relevant
Securities which will be converted or be written down as
follows:
• first, Westpac will convert or write down such number or
amount of the face value of any other Relevant Securities
whose terms require them to be converted or written
down before Conversion of the Notes as is necessary to
return either or both Westpac’s Level 1 Common Equity
Tier 1 Capital Ratio or Westpac’s Level 2 Common Equity
Tier 1 Capital Ratio, as the case may be, to above 5.125%
or satisfy APRA that Westpac will no longer be non-
viable; and
• second, if conversion or write down of those Relevant
Securities is not sufficient, Westpac will Convert the
Notes and/or convert or write down other Relevant
Securities, on a pro-rata basis or in a manner that is
otherwise, in the opinion of Westpac, fair and reasonable,
the Face Value of the Notes and the face value of any
Relevant Securities whose terms require or permit them
to be converted or written down in that manner (subject
to such adjustments as Westpac may determine to take
into account the effect on marketable parcels and whole
numbers of Ordinary Shares and any Notes or Relevant
Securities remaining on issue),
but such determination will not impede the immediate
Conversion of the relevant number of Notes or percentage
of the Face Value of each Note (as the case may be), or,
if applicable, termination of the relevant Holders’ rights
and claims.
However, Westpac has no obligation to have or maintain on
issue any Relevant Securities (and does not, and may never,
have on issue Relevant Securities) which are required to be
converted or written down ahead of Notes and Westpac
gives no assurance that there will be any such instruments
on issue at the time at which the Notes may be required to
be Converted.
Further, in Converting Notes or converting or writing-down
other Relevant Securities, although Westpac will endeavour
to treat Holders and holders of other Relevant Securities
on an approximately proportionate basis, Westpac may
discriminate to take account of the effect on marketable
parcels of Notes and other logistical considerations.
Accordingly, should a Capital Trigger Event or Non-Viability
Trigger Event occur and only some of the Notes must be
Converted, it is possible that not all Holders will have their
Notes Converted into Ordinary Shares.
Westpac expects that any ASX purchase or sale
transactions in Notes that have not settled on the date a
Capital Trigger Event or Non-Viability Trigger Event occurs
will continue to settle in accordance with the normal ASX
T+2 settlement, although Westpac expects that the seller
will be treated as having delivered, and the buyer will be
treated as having acquired, the number of Ordinary Shares
into which the Notes have been Converted as a result of
the occurrence of the Capital Trigger Event or Non-Viability
Trigger Event.
Ordinary Shares
The Ordinary Shares issued on Conversion may not be
listed. Westpac’s Ordinary Shares may not have been
listed for some period of time, for example, if Westpac
is acquired by another entity and delisted. The price of
Ordinary Shares and the ability to trade them may be
affected if not listed.
The Ordinary Shares may not be able to be sold at prices
representing their value based on the VWAP. In particular,
the VWAP prices will be based on trading days which
occur before the Capital Trigger Event or Non-Viability
Trigger Event.
Ordinary Shares are a different type of investment to
the Notes. Like Distributions on the Notes, Dividends are
payable at the absolute discretion of Westpac, but, unlike
Distributions, Dividends are not scheduled to be paid at
any particular time and the amount of each Dividend is also
discretionary (and not subject to a formula). In a Winding
Up, claims of holders of Ordinary Shares rank behind claims
of holders of all other securities and debts of Westpac.
The market price of Ordinary Shares may fluctuate and be
more sensitive than that of Notes to changes in Westpac’s
performance, operational issues and other business issues.
5.1.8 Termination of rights where Conversion
does not occur following a Capital Trigger
Event or Non-Viability Trigger Event
If for any reason Conversion of Notes does not occur
and the Ordinary Shares are not issued for any reason
by 5.00pm on the fifth Business Day following a Capital
Trigger Event or Non-Viability Trigger Event, then:
• those Notes will not be Converted in respect of such
Capital Trigger Event or Non-Viability Trigger Event (as
the case may be) and will not be Converted, Redeemed
or Transferred on any subsequent date; and
• all rights in relation to those Notes will be terminated
immediately on the Capital Trigger Event Conversion
Date or Non-Viability Trigger Event Conversion Date (as
the case may be), and Holders will lose all of the value of
their investment in those Notes and they will not receive
any compensation or unpaid Distributions.
Conversion of Notes may not occur, for example, due
to laws relating to the insolvency, winding-up or other
external administration of Westpac, Australian foreign
investment laws, the Corporations Act or other applicable
laws, an order of a court, an action of any government
authority or operational delays. Those delays, laws and the
grounds on which a court or government authority may
make orders or take action preventing the Conversion of
Notes may change and the change may be adverse to the
interests of Holders.

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Westpac Capital Notes 5
5.1.9 Ranking of the Notes
In the event of a Winding Up, if the Notes are still on issue
and have not been Redeemed or Converted, they will rank
for payment:
• ahead of Ordinary Shares;
• equally with all Equal Ranking Capital Securities which
at the Issue Date, would include Westpac CPS, Westpac
Capital Notes, Westpac Capital Notes 2, Westpac Capital
Notes 3, Westpac Capital Notes 4 and Westpac USD AT1
Securities; and
• behind Senior Creditors.
If, in a Winding Up, the Notes have not been Converted,
Redeemed, or Transferred, Holders will be entitled to be
paid the Liquidation Sum at the commencement of the
Winding Up (or if less actual cash is available to Westpac
for distribution to Holders, a proportionate share of that
cash). The Liquidation Sum is an amount of surplus assets
equal to $100 per Note (as adjusted for a Conversion under
clauses 5.2 or 5.4 of the Westpac Capital Notes 5 Terms
or termination of rights under clause 5.8 of the Westpac
Capital Notes 5 Terms).
The claim for the Liquidation Sum effectively ranks equally
with Equal Ranking Capital Securities, but is subordinated
to Senior Creditors. As the Notes rank after Senior
Creditors, there is a risk that in the Winding Up, there will
be insufficient funds to provide to Holders any return of
their initial investment.
However it is likely that any Capital Trigger Event or
Non-Viability Trigger Event would occur prior to a Winding
Up, requiring the Conversion of the Notes.
Where a Capital Trigger Event or Non-Viability Trigger
Event occurs, the ranking of Notes in a Winding Up will
be adversely affected.
If the Notes have been Converted (including upon the
occurrence of a Capital Trigger Event or Non-Viability
Trigger Event), Holders will hold Ordinary Shares and
rank equally with other holders of Ordinary Shares in a
Winding Up.
If for any reason Conversion of Notes does not occur
following one of these events (for example due to laws
relating to the insolvency, winding-up or other external
administration of Westpac, Australian foreign investment
laws, the Corporations Act or other applicable laws, an
order of a court, an action of any government authority
or operational delays) and the Ordinary Shares are not
issued for any reason by 5.00pm on the fifth Business Day
following such an event, then:
• those Notes will not be Converted in respect of such
Capital Trigger Event or Non-Viability Trigger Event (as
the case may be) and will not be Converted, Redeemed
or Transferred on any subsequent date; and
• all rights in relation to those Notes will be terminated
immediately on the Capital Trigger Event Conversion
Date or Non-Viability Trigger Event Conversion Date
(as the case may be), and Holders will lose all of the
value of their investment in those Notes and they will
not receive any compensation or unpaid Distributions.
In these circumstances, those Notes will have no ranking
in a Winding Up.
5.1.10 Changes to credit rating
Any credit rating assigned to the Notes or other Westpac
securities could be reviewed, suspended, withdrawn or
downgraded. Credit rating agencies may withdraw, revise
or suspend credit ratings or change the methodology by
which securities are rated at any time. Any revisions and
any other changes could adversely affect the market price
and liquidity of the Notes or other Westpac securities.
5.1.11 The Ordinary Share price used to calculate
the Conversion Number of Ordinary
Shares may be different to the market
price of Ordinary Shares at the time of
Conversion
The number of Ordinary Shares issued to Holders upon
Conversion will depend on the average of the daily VWAP
of Ordinary Shares over the 20 Business Days on which
trading in Ordinary Shares took place immediately prior to
the relevant Conversion Date (or in the case of a Capital
Trigger Event or Non-Viability Trigger Event, the average
of the daily VWAP over 5 Business Days prior to the
Conversion Date). Accordingly, the Ordinary Share price
used to calculate the Conversion Number of Ordinary
Shares may be different to the market price of Ordinary
Shares at the time of Conversion so that the value of
Ordinary Shares Holders receive may be less than the value
of those Ordinary Shares based on the Ordinary Share
price on the Conversion Date.
Holders receiving Ordinary Shares on Conversion may not
be able to sell those Ordinary Shares at the price on which
the Conversion calculation is based, or at all.
5.1.12 Holders cannot request Conversion,
Redemption or Transfer of the Notes
Holders have no right to request Conversion, Redemption
or Transfer of the Notes for any reason. Therefore, to realise
their investment Holders would have to sell their Notes on
ASX at the prevailing market price. Depending on market
conditions at the time, the Notes may be trading at a
market price below the Face Value and/or the market for
the Notes may not be liquid. Brokerage fees may also be
payable if Notes are sold through a broker. Westpac does
not guarantee that Holders will be able to sell Notes on
ASX at an acceptable price or at all.
5.1.13 Conversion may or may not occur on
22 September 2027
The Notes may Convert into Ordinary Shares on
22 September 2027, being the first possible Scheduled
Conversion Date. However, there is a risk that Conversion
will not occur on 22 September 2027 because the
Scheduled Conversion Conditions are not satisfied – see
Sections 2.2.3 and 2.2.5. The Scheduled Conversion
Conditions will not be satisfied if the VWAP of Ordinary
Shares on the 25th Business Day on which trading in
Ordinary Shares took place before (but not including) the
Scheduled Conversion Date is less than or equal to 56.12%
of the Issue Date VWAP, or the VWAP of Ordinary Shares
during the period of 20 Business Days on which trading in
Ordinary Shares took place before (but not including) the
Scheduled Conversion Date is less than or equal to 50.51%
of the Issue Date VWAP.

5
59
Section 5 Investment risks
If Conversion does not occur on a potential Scheduled
Conversion Date, Distributions will continue to be paid on
the Notes, subject to the Distribution Payment Conditions.
The Notes are perpetual instruments. If the Ordinary
Share price deteriorates significantly and never recovers,
it is possible that the Scheduled Conversion Conditions
will never be satisfied and, if this occurs, the Notes may
never Convert.
5.1.14 Westpac may initiate Conversion,
Redemption or Transfer of Notes
Westpac may initiate Conversion, Redemption (subject to
APRA’s prior written approval) or Transfer:
• of some or all of the Notes on 22 September 2025; or
• of all (but not some) of the Notes following the
occurrence of a Tax Event or Regulatory Event.
If Westpac elects to Redeem Notes, APRA’s prior written
approval is required. There can be no certainty that APRA
will provide its prior written approval. Westpac may only
Redeem Notes if it replaces them with capital of the same
or better quality (and the replacement is done under
conditions that are sustainable for the income capacity of
Westpac) or obtains confirmation that APRA is satisfied
that Westpac does not have to replace the Notes.
Holders have no right to request or require a Conversion,
Redemption or Transfer of their Notes.
Any Conversion, Redemption or Transfer may occur on
dates not previously contemplated by Holders, which
may be disadvantageous in light of market conditions or
Holders’ individual circumstances. This means that the
period for which Holders will be entitled to the benefit
of the rights attaching to the Notes is unknown.
Where Holders receive cash on Redemption or Transfer,
the rate of return at which Holders could reinvest their
funds may be lower than the Distribution Rate at the time.
Further, upon Redemption, Holders will receive the Face
Value of the Notes which may be less than their market
value immediately prior to Redemption.
5.1.15 Westpac may issue a Transfer Notice
requiring the Transfer of Notes to a
Nominated Party
Westpac may elect to issue a Transfer Notice, requiring
all or some Notes (in the case of a Transfer on
22 September 2025) or all (but not some) Notes (in the
case of a Tax Event or Regulatory Event) to be Transferred
to a Nominated Party for a cash amount per Note equal to
the Face Value.
Upon a Transfer of Notes (in the circumstances described
in Section 5.1.14), it will be the Nominated Party’s obligation
to pay the aggregate Face Value of the Notes being
Transferred, not Westpac’s. If the Nominated Party does
not pay this amount to Holders, the Transfer will not
proceed, in which case Holders will continue to hold Notes
in accordance with the Westpac Capital Notes 5 Terms.
Where Holders receive cash pursuant to a Transfer, the rate
of return at which Holders could reinvest their funds may
be lower than the Distribution Rate at the time.
5.1.16 No fixed maturity date
The Notes are perpetual instruments. The Notes may
Convert on a potential Scheduled Conversion Date, but
it is possible that market conditions at the time may be
such that the Scheduled Conversion Conditions are not
satisfied. If the Ordinary Share price falls far enough and
never recovers it is possible that the Notes will not Convert
at any point in time. Furthermore, any Optional Conversion,
Redemption or Transfer is subject to the discretion of
Westpac and certain other restrictions. Redemption is also
subject to obtaining APRA’s prior written approval. It is
possible that Optional Conversion, Redemption or Transfer
will not occur at any point in time.
5.1.17 Changes to regulatory capital
requirements in Australia
Any fall in Westpac’s Common Equity Tier 1 Capital
Ratio as a result of future changes to regulatory capital
requirements may adversely impact the market price of the
Notes or potentially increase the chance at a later date that
Conversion of Notes takes place due to the occurrence of
a Capital Trigger Event (a Capital Trigger Event will occur
where Westpac determines, or APRA notifies Westpac in
writing that it believes, that Westpac’s Common Equity
Tier 1 Capital Ratio is equal to or less than 5.125% on a
Level 1 or Level 2 basis) or a Non-Viability Trigger Event (a
Non-Viability Trigger Event will occur where APRA notifies
Westpac in writing that it believes Conversion of some
or all of the Notes or conversion or write down of capital
instruments of the Westpac Group or a public sector
injection of capital, or equivalent support, is necessary
because, without it, Westpac would become non-viable).
See Section 5.1.7 for the risk associated with Conversion of
the Notes due to the occurrence of a Capital Trigger Event
or Non-Viability Trigger Event.
See Sections 4.2.1 and 4.2.2 for more information about
the Basel III capital framework and proposed changes to
regulatory capital requirements.
5.1.18 Regulatory classification
APRA has confirmed that the Notes will be eligible
for inclusion as Additional Tier 1 Capital under APRA’s
Prudential Standard APS 111.
However, if APRA subsequently determines that the Notes
do not or will not qualify for Additional Tier 1 Capital
treatment (under the Basel III capital adequacy framework,
as amended from time to time), Westpac may decide that
a Regulatory Event has occurred and may elect to Convert,
Redeem (subject to APRA’s prior written approval) or
Transfer the Notes – see Sections 2.3 and 2.4.
A Regulatory Event may also occur as a result of other
regulatory changes. See Section 2.3.3 for information on
what constitutes a Regulatory Event, and Section 5.2.1 for
risks associated with regulation for Westpac generally.
5.1.19 Taxation treatment
A general description of the Australian taxation
consequences of investing in the Notes is set out in Section
6. The information in Section 6 is provided in general terms
and is not intended to provide specific advice in relation
to the circumstances of any particular potential investor or
Holder. Accordingly, you should seek independent advice in

60
Westpac Capital Notes 5
relation to your individual tax position before you choose
to apply for or invest in the Notes.
A Tax Event will occur if Westpac determines, after
receiving a supporting opinion of reputable legal counsel or
other tax adviser in Australia experienced in such matters,
that (as a result of a Change of Law), there is a more than
insubstantial risk that:
• Westpac would be exposed to a more than de minimis
adverse tax consequence or increased cost in relation to
the Notes; or
• any Distribution would not be a frankable distribution
within the meaning of Division 202 of the Tax Act.
In each of those situations, the risk may itself be a Tax
Event, even before the cost or adverse tax consequence is
incurred or the Distribution ceases to be frankable. If a Tax
Event occurs, Westpac may Convert, Redeem or Transfer
the Notes (subject to the conditions contained in the
Westpac Capital Notes 5 Terms, including that Westpac has
obtained a supporting opinion of reputable legal counsel or
other tax adviser, experienced in such matters, in relation to
the Tax Event – see Section 2.3.2).
5.1.20 Foreign Account Tax Compliance Act
(“FATCA”) withholding and reporting
In order to comply with FATCA, Westpac (or, if Notes
are held through another financial institution, such other
financial institution) may be required (pursuant to an
agreement with the United States or under applicable
law including pursuant to the terms of an applicable
intergovernmental agreement entered into between the
United States and any other jurisdiction) (i) to request
certain information from Holders or beneficial owners
of Notes, which information may be provided to the US
Internal Revenue Service (“IRS”), and (ii) to withhold tax on
some portion of payments made after 31 December 2018
with respect to Notes if such information is not provided
or if payments are made to certain foreign financial
institutions that have not entered into a similar agreement
with the United States (and are not otherwise required
to comply with the FATCA regime under applicable
law including pursuant to the terms of an applicable
intergovernmental agreement entered into between the
United States and any other jurisdiction).
If Westpac or any other person is required to withhold
amounts under or in connection with FATCA from any
payments made with respect to Notes or with respect to
the issuance of any Ordinary Shares upon any Conversion,
Holders and beneficial owners of Notes, and holders of
Ordinary Shares issued upon any Conversion will not be
entitled to receive any gross up or additional amounts
to compensate them for such withholdings. FATCA is
complex and its application to the Notes remains uncertain.
Prospective investors are advised to consult their own tax
advisers about the application of FATCA to the Notes.
This information is based on guidance issued by the
IRS or other relevant tax authority as at the date of this
Prospectus. Future guidance may affect the application of
FATCA to Westpac, Holders or beneficial owners of Notes
or Ordinary Shares.
5.1.21 Provision of information and certifications
pursuant to Common Reporting Standard
compliance requirements
The Organization for Economic Co-operation and
Development’s Common Reporting Standard for Automatic
Exchange of Financial Account Information (“CRS”) will
require certain financial institutions to report information
regarding certain accounts (which may include the
Notes) to their local tax authority and follow related due
diligence procedures. A jurisdiction that has signed the
CRS Competent Authority Agreement may provide this
information to other jurisdictions that have signed the
CRS Competent Authority Agreement. Australia enacted
legislation to give effect to the CRS from 1 July 2017 (with
the government to government exchange of information
to take place by 30 September 2018). Therefore, Holders
may be requested to provide certain information and
certifications to ensure compliance with the CRS and
this information may be provided to the ATO and,
potentially, other taxing authorities in other jurisdictions
outside Australia.
5.1.22 Powers of an ADI statutory manager
In certain circumstances APRA may appoint a statutory
manager to take control of the business of an ADI, such as
Westpac. Those circumstances are defined in the Banking
Act to include:
• where the ADI informs APRA that it considers it is likely
to become unable to meet its obligations, or is about to
suspend payment;
• where APRA considers that, in the absence of
external support:
– the ADI may become unable to meet its obligations;
– the ADI may suspend payment;
– it is likely that the ADI will be unable to carry on
banking business in Australia consistently with the
interests of its depositors; or
– it is likely that the ADI will be unable to carry on
banking business in Australia consistently with the
stability of the financial system in Australia;
• the ADI becomes unable to meet its obligations or
suspends payment; or
• where, in certain circumstances, the ADI is in default of
compliance with a direction by APRA to comply with the
Banking Act or regulations made under it and the Federal
Court of Australia authorises APRA to assume control of
the ADI’s business.
The powers of an ADI statutory manager include the
power to alter an ADI’s constitution, to issue, cancel or
sell shares (or rights to acquire shares) in the ADI and to
vary or cancel rights or restrictions attached to shares in
a class of shares in the ADI. The ADI statutory manager
is authorised to do so despite the Corporations Act, the
ADI’s constitution, any contract or arrangement to which
the ADI is party or the ASX Listing Rules. In the event that
a statutory manager is appointed to Westpac in the future,
these broad powers of an ADI statutory manager may
be exercised in a way which adversely affects the rights
attaching to the Notes and the position of Holders.

5
61
Section 5 Investment risks
5.1.23 Future issues of debt or other securities
by Westpac
Westpac and members of the Westpac Group may, at their
absolute discretion, issue securities in the future that:
• rank for distribution or payment of capital (including in
the Winding Up of Westpac or another member of the
Westpac Group) equally with, behind or ahead of the
Notes; or
• have the same or different dividend, interest or
distribution rates as the Notes; or
• have the same or different terms and conditions as
the Notes.
Any issue of other securities may affect Holders’ ability to
recover the Liquidation Sum due to Holders on a Winding
Up, if the Notes are on issue at the time.
The Westpac Capital Notes 5 Terms do not require
Westpac to refrain from certain business changes or require
Westpac to operate within certain ratio limits.
An investment in Notes carries no right to participate in
any future issue of securities (whether equity, hybrid, debt
or otherwise) by any member of the Westpac Group.
No prediction can be made as to the effect, if any, such
future issues of debt or other securities by an entity in the
Westpac Group may have on the market price or liquidity
of the Notes.
5.1.24 Successor holding company
Where Westpac is replaced as the ultimate holding
company of the Westpac Group by an Approved Successor
and certain other conditions are satisfied, Conversion of
Notes will not be triggered but Westpac may be allowed to
instead make amendments (provided APRA’s prior written
approval is obtained) to substitute the Approved Successor
as the debtor in respect of the Notes and as the issuer in
respect of the ordinary shares issued on Conversion and
to make certain other amendments to the Westpac Capital
Notes 5 Terms. Accordingly, potential investors should be
aware that, if:
• Westpac is replaced by an Approved Successor as the
ultimate holding company of the Westpac Group; and
• a substitution of the Approved Successor as the debtor
in respect of the Notes and the issuer of the ordinary
shares on Conversion is effected under the Westpac
Capital Notes 5 Terms,
Holders will be obliged to accept Approved Successor
Shares and will not receive Ordinary Shares on Conversion.
Potential investors should also be aware that Holders
may not have a right to vote on any proposal to approve,
implement or give effect to the establishment of an
Approved Successor.
Westpac has not made any decision to substitute an
Approved Successor as the ultimate holding company of
the Westpac Group.
Where Westpac transfers only some of its assets to an
Approved Successor, the Approved Successor may as
a result have reduced assets which may affect its credit
rating and the likelihood Holders will receive their claims
in full in a Winding Up.
There is also a risk that the establishment of a successor
holding company that is not an Approved Successor is
treated as an Acquisition Event, leading to the Conversion
of the Notes. Further, if the establishment of a successor
holding company is treated as an Acquisition Event and
Conversion does not occur, a number of different risks may
arise for Holders, including that Westpac may be assigned
a different credit rating and its financial position may be
materially altered thereby adversely affecting its ability to
pay Distributions.
5.1.25 Amendment of the Westpac Capital
Notes 5 Terms
Westpac may, with APRA’s prior written approval where
required and subject to compliance with applicable laws,
amend the Westpac Capital Notes 5 Terms without the
approval of Holders. This includes an amendment which,
in Westpac’s opinion, is:
• of a formal, minor or technical nature;
• made to cure ambiguities and manifest errors;
• necessary to give effect to the listing of the Notes on
any stock exchange (and is not considered by Westpac
to be materially prejudicial to the interest of Holders as
a whole) or to comply with applicable laws; or
• generally not materially prejudicial to the interest of
Holders as a whole.
Westpac may also amend the Westpac Capital Notes
5 Terms, with APRA’s prior written approval, if the
amendment has been approved by a Special Resolution
of Holders or is necessary to effect the substitution of an
Approved Successor as the debtor in respect of the Notes
and the issuer of ordinary shares on Conversion.
Amendments under these powers are binding on all
Holders despite the fact that a Holder may not agree with
the amendment.
APRA’s prior written approval to amend the Westpac
Capital Notes 5 Terms is always required where the
amendment would impact, or potentially impact, the
classification of the Notes as Additional Tier 1 Capital on
a Level 1 or Level 2 basis.
5.1.26 No rights if control of Westpac is acquired
If a person other than an Approved Successor acquires
control of Westpac, the Westpac Capital Notes 5 Terms
do not provide any right or remedy for the Holders on
account of such an acquisition occurring except where the
acquisition constitutes an Acquisition Event. Further, such
an acquisition of Westpac may result in Westpac’s Ordinary
Shares no longer being quoted on ASX.
If after such an acquisition has occurred a Non-Viability
Trigger Event occurs, the number of Ordinary Shares issued
on Conversion will reflect the VWAP for the period of 5
Business Days on which the Ordinary Shares were last
traded on ASX. The period of 5 Business Days may be well
before the Non-Viability Trigger Event and, accordingly, the
value of the Conversion Number of Ordinary Shares when
issued may be very different from the value based on the
VWAP used to determine the Conversion Number. This may
adversely affect the value of the Ordinary Shares which
are issued to Holders upon Conversion and such Ordinary
Shares may not be freely tradable.

62
Westpac Capital Notes 5
5.2 Investment risks relating
to Westpac
Set out in this Section 5.2 are specific risks associated with
an investment in Westpac. Westpac’s business is subject
to risks that can adversely impact its business, reputation,
financial performance, financial condition and future
performance. These risks are relevant to an investment
in Notes and Ordinary Shares as the value of such an
investment in Notes will depend on Westpac’s financial
condition and future performance, regardless of when
or if the Notes are Converted, Redeemed, Transferred or,
in the event of a Capital Trigger Event or Non-Viability
Trigger Event, terminated. If any of the following risks
occur, Westpac’s business, prospects, reputation, financial
performance or financial condition could be materially
adversely affected, and the likelihood of a Capital Trigger
Event or Non-Viability Trigger Event may increase, with
the result that the trading price of Westpac’s securities
could decline and as a Holder you could lose all, or part,
of your investment.
5.2.1 Westpac’s businesses are highly regulated
and it could be adversely affected
by changes in laws, regulations or
regulatory policy
As a financial institution, Westpac is subject to detailed
laws and regulations in each of the jurisdictions in which
Westpac operates or obtains funding, including Australia,
New Zealand, the United Kingdom, the United States and
various jurisdictions in Asia. Westpac is also supervised
by a number of different regulatory and supervisory
authorities which have broad administrative powers over
Westpac’s businesses. In Australia, the relevant regulatory
authorities include the Australian Prudential Regulation
Authority (“APRA”), Reserve Bank of Australia (“RBA”),
Australian Securities and Investments Commission
(“ASIC”), Australian Securities Exchange (“ASX”),
Australian Competition and Consumer Commission
(“ACCC”), the Australian Transaction Reports and Analysis
Centre (“AUSTRAC”) and the Australian Taxation Office
(“ATO”). The Reserve Bank of New Zealand (“RBNZ”) and
the Financial Markets Authority (“FMA”) have supervisory
oversight of Westpac’s New Zealand operations. In
the United States, Westpac is subject to supervision
and regulation by the US Office of the Comptroller
of the Currency (“OCC”), the Board of Governors of
the Federal Reserve System, the Commodity Futures
Trading Commission (“CFTC”) and the US Securities and
Exchange Commission (“SEC”). In the United Kingdom,
Westpac is subject to supervision and regulation by the
Financial Conduct Authority (“FCA”) and the Prudential
Regulation Authority (“PRA”). In Asia, Westpac is subject
to supervision and regulation by local authorities, including
the Monetary Authority of Singapore (“MAS”), the China
Banking Regulatory Commission (“CBRC”) and the Hong
Kong Monetary Authority (“HKMA”). In other jurisdictions
in which Westpac operates, including various Pacific
countries, Westpac is also required to comply with relevant
requirements of the local regulatory bodies.
The Westpac Group’s business, reputation, prospects,
financial performance and financial condition could all
be affected by changes to law and regulation, changes
to policies and changes in the supervisory activities of
Westpac’s regulators.
As with other financial services providers, Westpac
faces increasing supervision and regulation in most of
the jurisdictions in which Westpac operates or obtains
funding particularly in the areas of funding, liquidity,
capital adequacy, tax, anti-money laundering and
counter-terrorism financing, conduct, competition
and consumer protection (including in the design and
distribution of financial products), remuneration, privacy,
data access, prudential regulation, anti-bribery and
corruption, and economic and trade sanctions.
Regulatory changes could impact Westpac in a number of
ways. For example, new regulation could require Westpac
to have increased levels of liquidity and higher levels
of, and better quality, capital and funding. Regulatory
change could also result in restrictions on how Westpac
operates its business by imposing restrictions on the types
of businesses Westpac can conduct, require Westpac or
Westpac’s competitors to change its business models or
require Westpac to amend its corporate structure.
If regulatory change has any such effect, it could adversely
affect one or more of Westpac’s businesses, restrict its
flexibility, require it to incur substantial costs and could
impact the profitability of one or more of its business
lines. Any such costs or restrictions could adversely
affect its business, prospects, financial performance or
financial condition.
Regulation may also affect how Westpac provides products
and services to its customers. New laws and regulations
could restrict Westpac’s ability to provide products and
services to certain customers (including by imposing
regulatory limits on certain types of lending and on lending
to certain customer segments), require it to alter its product
and service offerings and restrict its ability to set prices
for certain products and services. These types of changes
could affect Westpac’s profitability by adversely affecting
its ability to maintain or increase margins and fees. This
could occur because a regulation seeks to place a cap
on the price of a product or service Westpac provides, or
because, in response to new regulation, Westpac increases
the price it charges for a product or service. This price
increase could lead to customers seeking out alternative
products or services, whether within the Westpac Group or
with a competitor (including customers switching residential
mortgages from interest-only to principal and interest).
There are numerous sources of regulatory change that
could affect Westpac’s business. In some cases, changes
to regulation are driven by international bodies. For
example, in December 2010, the Basel Committee on
Banking Supervision (“BCBS”) announced a revised
global regulatory framework known as Basel III. Basel III,
among other things, increased the required quality and
quantity of capital held by banks and introduced new
standards for the management of liquidity risk. The BCBS
continues to refine this framework, while, in July 2017,
APRA took steps to implement the next wave of capital
requirements for banks by clarifying its expectations for
banks to hold “unquestionably strong” levels of capital.
In other cases, authorities in the various jurisdictions in
which Westpac operates or obtains funding may propose
regulatory change for financial institutions. Examples of
proposed regulatory change that could impact Westpac
include changes to accounting and reporting standards,

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Section 5 Investment risks
derivatives reform and changes to tax legislation (including
dividend imputation).
Further changes may occur driven by policy, prudential
or political factors. Westpac is currently operating in an
environment where there is increased political scrutiny of
the Australian financial services sector. This environment
has served to increase the pace and scope of regulatory
change. For example, as part of the Federal Government’s
2017 Budget, a series of reforms impacting the banking
sector were announced, including the introduction of the
Bank Executive Accountability Regime (BEAR) and a new
levy on ADIs with liabilities of at least A$100 billion.
Legislation introduced in one jurisdiction may lead to other
governments seeking to introduce similar legislation in their
jurisdiction. This was demonstrated by the South Australian
Government’s proposal to introduce a levy on the banks
that are subject to the Federal Government’s Bank Levy.
While the South Australian Government has announced
that it will not proceed with the proposed South Australian
levy, it is possible that other governments may attempt
to introduce their own version of the Bank Levy or similar
legislation in the future.
As part of the heightened political scrutiny on the
financial services sector, the Australian Government, other
regulators and parliamentary bodies are increasingly
initiating reviews and inquiries (such as the recently
announced Royal Commission into the alleged misconduct
of Australia’s banks and other financial services entities,
the Financial System Inquiry, the House of Representatives
Standing Committee on Economics’ ongoing ‘Review of
Australia’s Four Major Banks’ and the Senate Economics
References Committee’s inquiry into consumer protection
in the banking, insurance and financial sector, the
Productivity Commission Inquiry into Competition in
the Australian Financial System and the ACCC inquiry
into residential mortgage pricing). These reviews and
commissions of inquiry could lead to substantial regulatory
change or investigations, which could have a material
impact on Westpac’s business, prospects, financial
performance or financial condition.
It is also possible that governments or regulators in
jurisdictions in which Westpac operates or obtains funding
might revise their application of existing regulatory policies
that apply to, or impact, Westpac’s business (including by
instituting macro-prudential limits on lending). Regulators
or governments may take this action for a variety of
reasons, including for reasons relating to national interest
and/or systemic stability.
Regulatory changes and the timing of their introduction
continue to evolve and Westpac manages its businesses
in the context of regulatory uncertainty and complexity.
The nature and impact of future changes are not
predictable and are beyond Westpac’s control. Regulatory
compliance and the management of regulatory change
are an important part of Westpac’s planning processes.
Westpac expects that it will be required to continue to
invest significantly in compliance and the management
and implementation of regulatory change and, at the same
time, significant management attention and resources
will be required to update existing, or implement new,
processes to comply with new regulations. Furthermore,
the challenge in managing regulatory change may be
heightened by multiple jurisdictions seeking to adopt
a coordinated approach to the introduction of new
regulations. Where these jurisdictions elect not to adopt
regulation in a uniform manner across each jurisdiction, this
may result in conflicts between the specific requirements of
the different jurisdictions in which Westpac operates.
5.2.2 Westpac’s businesses are highly regulated
and Westpac could be adversely affected
by failing to comply with laws, regulations
or regulatory policy
Westpac is responsible for ensuring that it complies with
all applicable legal and regulatory requirements (including
accounting standards) and industry codes of practice in the
jurisdictions in which it operates or obtains funding, as well
as meeting its ethical standards.
The Westpac Group is subject to compliance risk, which
is the risk of legal or regulatory sanction or financial or
reputational loss, arising from Westpac’s failure to abide by
the compliance obligations required of Westpac. This risk
is exacerbated by the increasing complexity and volume
of global regulation. Compliance risk can also arise where
Westpac interprets its regulatory obligations, compliance
requirements and rights (including tax incentives)
differently to Westpac’s regulators or a court.
The Westpac Group’s failure, or suspected failure, to
comply with a compliance obligation could lead to a
regulator commencing an investigation into the Westpac
Group or taking other administrative or enforcement action
against Westpac. In addition, the failure or alleged failure
of Westpac’s competitors to comply with their compliance
obligations could lead to increased regulatory scrutiny
across the financial services sector.
In many cases, Westpac’s regulators have broad
administrative and enforcement powers. For example,
under the Banking Act, APRA can, in certain circumstances,
investigate Westpac’s affairs and/or issue a direction to
Westpac (such as a direction to comply with a prudential
requirement, to conduct an audit, to remove a Director,
executive officer or employee or not to undertake
transactions). Other regulators also have the power to
investigate, including looking into past conduct.
The powers exercisable by Westpac’s regulators may also
be expanded in the future. For example, the Australian
Government has consulted on a proposal to provide ASIC
with a product intervention power and has also consulted
on expanding ASIC’s powers to ban individuals working in
the financial services sector.
Changes may also occur in the oversight approach of
regulators which could result in a regulator exercising
its enforcement powers rather than adopting a more
consultative approach.
In recent years, there have been significant increases
in the nature and scale of regulatory investigations,
enforcement actions and the quantum of fines issued by
global regulators. The nature of regulatory activity can be
wide-ranging and may result in litigation, fines, penalties,
reputational damage, revocation, suspension or variation
of conditions of relevant regulatory licences (including
potentially requiring Westpac to change or adjust its
business model) or other enforcement or administrative
action or agreements (such as enforceable undertakings).

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For example:
• In April 2016, ASIC commenced civil proceedings against
Westpac in the Federal Court of Australia, alleging
certain misconduct in relation to the setting of the BBSW
in the period April 2010 to June 2012, including market
manipulation and unconscionable conduct. Westpac
is defending the proceedings;
• On 1 March 2017, ASIC commenced civil proceedings
against Westpac in the Federal Court of Australia
in relation to certain home loan responsible lending
practices (including interest only lending). Westpac is
defending the proceedings; and
• On 15 March 2017, Westpac entered into an enforceable
undertaking with ASIC following ASIC’s industry-wide
investigation into wholesale Spot Foreign Exchange
(FX) trading activity between January 2008 and June
2013. As part of the enforceable undertaking, Westpac
undertook, amongst other things, to continue to progress
its program of strengthening its policies and processes
in its Spot FX trading business, with input from an
independent expert.
Furthermore, regulatory activity may result in Westpac
being exposed to the risk of litigation brought by third
parties (including through class action proceedings).
The outcome of such litigation (including class action
proceedings) may be payment of compensation to third
parties and/or further remediation activities. In addition,
action taken in one jurisdiction may prompt similar action
to be taken in another jurisdiction.
During the year ended 30 September 2017, Westpac
has responded to requirements, compulsory notices
and requests for information from its regulators as part
of both industry-wide and Westpac-specific reviews,
including in relation to matters involving sales practices,
responsible lending, reverse mortgages, interest only
loans, the provision of financial advice and ongoing advice
service fees.
Regulatory investigations, litigation, fines, penalties,
revocation, suspension or variation of conditions of
relevant regulatory licences or other enforcement or
administrative action or agreements (such as enforceable
undertakings) could, either individually or in aggregate
with other regulatory action, adversely affect Westpac’s
business, reputation, prospects, financial performance or
financial condition.
5.2.3 The failure to comply with financial crime
obligations could have an adverse effect
on Westpac’s business and reputation
The Westpac Group is subject to anti-money laundering
and counter-terrorism financing laws, anti-bribery and
corruption laws and economic and trade sanctions laws
in the jurisdictions in which it operates. These laws can
be complex, and are undergoing change in a number of
jurisdictions. Furthermore, in recent years there has been
increased focus on compliance with these obligations,
with regulators around the globe commencing large-scale
investigations and taking enforcement action where they
have identified non-compliance (often seeking significant
monetary penalties).
While the Westpac Group has systems, policies, processes
and controls in place that are designed to manage its
financial crime obligations, these may not always be
effective. If Westpac fails to comply with these obligations,
it could face regulatory action such as litigation, fines,
penalties and the revocation, suspension or variation of
licence conditions. Non-compliance could also lead to
litigation commenced by third parties (including class
action proceedings) and cause reputational damage. These
actions could, either individually or in aggregate, adversely
affect Westpac’s business, reputation, prospects, financial
performance or financial condition.
5.2.4 Reputational damage could harm
Westpac’s business and prospects
Westpac’s ability to attract and retain customers and
its prospects could be adversely affected if Westpac’s
reputation is damaged.
Reputation risk is the risk of loss of reputation, stakeholder
confidence or public trust and standing. It arises where
there are differences between stakeholders’ current and
emerging perceptions, beliefs and expectations and
Westpac’s current and planned activities, processes,
performance and behaviours.
During the full year ended 30 September 2017, Westpac
commenced a broader program to reduce complexity
and resolve prior issues that have the potential to impact
customers and reputation. As part of these reviews,
Westpac is strengthening its processes and controls
in certain businesses and it has identified some prior
instances where it is now taking action to put things right
so that Westpac’s customers are not at a disadvantage
from certain past practices.
There are various potential sources of reputational
damage, including failure to effectively manage risks in
accordance with Westpac’s risk management frameworks,
potential conflicts of interest, failure to comply with legal
and regulatory requirements, failure to meet Westpac’s
market disclosure obligations, regulatory investigations
into past conduct, adverse findings from regulatory reviews
(including Westpac-specific and industry-wide reviews),
making inaccurate public statements, environmental, social
and ethical issues, engagement and conduct of external
suppliers, failure to comply with anti-money laundering
and counter-terrorism financing laws, anti-bribery and
corruption laws, economic and trade sanctions legislation
or privacy laws, litigation, failure of information security
systems, improper sales and trading practices, failure to
comply with personnel and supplier policies, improper
conduct of companies in which Westpac holds strategic
investments, technology failures and security breaches and
inadequate record keeping which may prevent Westpac
from demonstrating that a past decision was appropriate at
the time it was made.
Westpac may incur reputational damage where one of its
practices fails to meet evolving community expectations.
As these expectations may exceed the standard
required in order to comply with the law, Westpac may
incur reputational damage even where it has met its
legal obligations. A divergence between community
expectations and Westpac’s practices could arise in a
number of ways, including in relation to Westpac’s product
and services disclosure practices, the features and benefits
available under Westpac’s products, pricing policies and
use of data. Westpac’s reputation could also be adversely
affected by the actions of the financial services industry in

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Section 5 Investment risks
general or from the actions of its competitors, customers,
suppliers and other counterparties. Furthermore, the risk of
reputational damage may be heightened by the increasing
use of social media.
Failure, or perceived failure, to appropriately address
issues that could or do give rise to reputational risk could
also impact the regulatory change agenda, give rise
to additional legal risk, subject Westpac to regulatory
investigations, regulatory enforcement actions, fines
and penalties or litigation brought by third parties
(including class actions), require Westpac to remediate
and compensate customers and incur remediation
costs or harm Westpac’s reputation among customers,
investors and the marketplace. This could lead to loss of
business which could adversely affect Westpac’s business,
prospects, financial performance or financial condition.
5.2.5 Westpac could suffer information security
risks, including cyberattacks
The proliferation of new technologies, the increasing
use of the internet and telecommunications to conduct
financial transactions and the growing sophistication and
activities of attackers (including organised crime and state-
sponsored actors) have resulted in increased information
security risks for major financial institutions such as
Westpac and Westpac’s external service providers.
While Westpac has systems in place to protect against,
detect and respond to cyberattacks, these systems may
not always be effective and there can be no assurance that
Westpac will not suffer losses from cyberattacks or other
information security breaches in the future.
Westpac’s operations rely on the secure processing,
storage and transmission of information on its computer
systems and networks, and the systems and networks
of external suppliers. Although Westpac implements
measures to protect the security, integrity and
confidentiality of its information, there is a risk that the
computer systems, software and networks on which
Westpac relies may be subject to security breaches,
unauthorised access, malicious software, external attacks
or internal breaches that could have an adverse impact on
Westpac’s confidential information or that of its customers
and counterparties.
Major banks in other jurisdictions have suffered security
breaches from sophisticated cyberattacks. Westpac’s
external service providers or other parties that facilitate its
business activities (such as vendors, exchanges, clearing
houses, central depositories and financial intermediaries)
are also subject to the risk of cyberattacks. Any such
security breach could result in the loss of customers and
business opportunities, significant disruption to Westpac’s
operations, misappropriation of Westpac’s confidential
information and/or that of Westpac’s customers and
damage to Westpac’s computers or systems and/or those
of Westpac’s customers. Such a security breach could also
result in reputational damage, claims for compensation
and regulatory investigations and penalties, which could
adversely affect Westpac’s business, prospects, financial
performance, or financial condition.
Westpac’s risk and exposure to such threats remains
heightened because of the evolving nature of technology,
Westpac’s prominence within the financial services
industry, the prominence of Westpac customers (including
government, mining and health) and Westpac’s plans to
continue to improve and expand its internet and mobile
banking infrastructure.
5.2.6 Westpac could suffer losses due to
technology failures
The reliability, integrity and security of Westpac’s
information and technology is crucial in supporting its
customers’ banking requirements and meeting compliance
obligations and Westpac’s regulators’ expectations.
While the Westpac Group has a number of processes
in place to provide for and monitor the availability and
recovery of Westpac systems, there is a risk that Westpac’s
information and technology systems might fail to operate
properly or become disabled as a result of events that are
wholly or partially beyond Westpac’s control. If Westpac
incurs a technology failure Westpac may fail to meet a
compliance obligation, which could result in a regulator
commencing an investigation and/or taking administrative
or enforcement action against Westpac.
Further, in order to continue to deliver new products
and services to customers and comply with Westpac’s
regulatory obligations, Westpac needs to regularly
renew and enhance its technology. Westpac is constantly
managing technology projects including projects
to consolidate technology platforms, simplify and
enhance its technology and operations environment,
improve productivity and provide for a better customer
experience. Failure to implement these projects or
manage associated change effectively could result in cost
overruns, unrealised productivity, operational instability or
reputational damage. In turn, this could place Westpac at a
competitive disadvantage and adversely affect Westpac’s
financial performance.
5.2.7 Adverse credit and capital market
conditions or depositor preferences may
significantly affect Westpac’s ability to
meet funding and liquidity needs and may
increase its cost of funding
Westpac relies on deposits, and credit and capital markets,
to fund its business and as a source of liquidity. Westpac’s
liquidity and costs of obtaining funding are related to credit
and capital market conditions.
Global credit and capital markets can experience periods
of extreme volatility, disruption and decreased liquidity as
was demonstrated during the Global Financial Crisis. While
there have now been extended periods of stability in these
markets, the environment remains unpredictable. The main
risks Westpac faces are damage to market confidence,
changes to the access and cost of funding and a slowing
in global activity or other impacts on entities with whom
Westpac does business.
As of 30 September 2017, approximately 30% of Westpac’s
total funding originated from domestic and international
wholesale markets. Of this, around 62% was sourced
outside Australia and New Zealand. Customer deposits
provide around 62% of total funding. Customer deposits
held by Westpac are comprised of both term deposits
which can be withdrawn after a certain period of time and
at call deposits which can be withdrawn at any time.

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A shift in investment preferences could result in deposit
withdrawals by customers which could increase Westpac’s
need for funding from other, potentially less stable, or more
expensive, forms of funding.
If market conditions deteriorate due to economic, financial,
political or other reasons, there may also be a loss of
confidence in bank deposits and Westpac could experience
unexpected deposit withdrawals. In this situation Westpac’s
funding costs may be adversely affected and its liquidity
and its funding and lending activities may be constrained.
If Westpac’s current sources of funding prove to be
insufficient, Westpac may be forced to seek alternative
financing. The availability of such alternative financing, and
the terms on which it may be available, will depend on a
variety of factors, including prevailing market conditions,
the availability of credit, Westpac’s credit ratings and
credit market capacity. Even if available, these alternatives
may be more expensive or on unfavourable terms, which
could adversely affect Westpac’s financial performance,
liquidity, capital resources or financial condition. There is
no assurance that Westpac will be able to obtain adequate
funding and do so at acceptable prices, nor that Westpac
will be able to recover any additional costs.
If Westpac is unable to source appropriate funding, it
may also be forced to reduce Westpac’s lending or begin
selling liquid securities. Such actions may adversely impact
Westpac’s business, prospects, liquidity, capital resources,
financial performance or financial condition.
Westpac enters into collateralised derivative obligations,
which may require Westpac to post additional collateral
based on movements in market rates, which has the
potential to adversely affect Westpac’s liquidity or ability
to use derivative obligations to hedge its interest rate,
currency and other financial instrument risks.
5.2.8 Sovereign risk may destabilise financial
markets adversely
Sovereign risk is the risk that foreign governments will
default on their debt obligations, will be unable to refinance
their debts as they fall due or will nationalise parts of their
economy including assets of financial institutions such
as Westpac. Sovereign defaults could negatively impact
the value of Westpac’s holdings of high quality liquid
assets. There may also be a cascading effect to other
markets and countries, the consequences of which, while
difficult to predict, may be similar to or worse than those
experienced during the Global Financial Crisis. Such an
event could destabilise global financial markets adversely
affecting Westpac’s liquidity, financial performance or
financial condition.
5.2.9 Failure to maintain credit ratings could
adversely affect Westpac’s cost of funds,
liquidity, competitive position and access
to capital markets
Credit ratings are independent opinions on Westpac’s
creditworthiness. Westpac’s credit ratings can affect the
cost and availability of its funding from capital markets
and other funding sources and they may be important to
customers or counterparties when evaluating its products
and services. Therefore, maintaining high credit ratings
is important.
The credit ratings assigned to Westpac by rating agencies
are based on an evaluation of a number of factors,
including Westpac’s financial strength, the quality of
Westpac’s governance, structural considerations regarding
the Australian financial system and the credit rating of the
Australian Government. A credit rating downgrade could
be driven by a downgrade of the Australian Government,
the occurrence of one or more of the other risks identified
in this section or by other events including changes
to the methodologies used by the rating agencies to
determine ratings.
A downgrade or series of downgrades to Westpac’s credit
ratings could have an adverse effect on Westpac’s cost of
funds and related margins, collateral requirements, liquidity,
competitive position and Westpac’s access to capital
markets. The extent and nature of these impacts would
depend on various factors, including the extent of any
ratings change, whether Westpac’s ratings differ among
agencies (split ratings) and whether any ratings changes
also impact Westpac’s competitors or the sector.
5.2.10 A systemic shock in relation to the
Australian, New Zealand or other financial
systems could have adverse consequences
for Westpac or its customers or
counterparties that would be difficult to
predict and respond to
There is a risk that a major systemic shock could occur that
causes an adverse impact on the Australian, New Zealand
or other financial systems.
As outlined above, during the past decade the financial
services industry and capital markets have been, and may
continue to be, adversely affected by market volatility,
global economic conditions, geopolitical instability (such
as threats of or actual conflict occurring around the world)
and political developments (such as Brexit). A shock to
one of the major global economies could again result in
currency and interest rate fluctuations and operational
disruptions that negatively impact the Westpac Group.
Any such market and economic disruptions could
adversely affect financial institutions such as Westpac
because consumer and business spending may decrease,
unemployment may rise and demand for the products and
services Westpac provides may decline, thereby reducing
Westpac’s earnings. These conditions may also affect
the ability of Westpac’s borrowers to repay their loans or
Westpac’s counterparties to meet their obligations, causing
Westpac to incur higher credit losses and affect investors’
willingness to invest in the Westpac Group. These events
could also result in the undermining of confidence in the
financial system, reducing liquidity, impairing Westpac’s
access to funding and impairing Westpac’s customers and
counterparties and their businesses. If this were to occur,
Westpac’s business, prospects, financial performance or
financial condition could be adversely affected.
The nature and consequences of any such event are
difficult to predict and there can be no certainty that
Westpac could respond effectively to any such event.

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Section 5 Investment risks
5.2.11 Declines in asset markets could
adversely affect Westpac’s operations
or profitability
Declines in Australian, New Zealand or other asset markets,
including equity, residential and commercial property and
other asset markets, could adversely affect Westpac’s
operations and profitability.
Declining asset prices also impact Westpac’s wealth
management business. Earnings in Westpac’s wealth
management business are, in part, dependent on asset
values because Westpac typically receives fees based on
the value of securities and/or assets held or managed. A
decline in asset prices could negatively impact the earnings
of this business.
Declining asset prices could also impact customers
and counterparties and the value of security (including
residential and commercial property) Westpac holds
against loans and derivatives. This may impact Westpac’s
ability to recover amounts owing to it if customers or
counterparties were to default. It may also affect Westpac’s
level of provisioning which in turn impacts Westpac’s
profitability and financial condition.
5.2.12 Westpac’s business is substantially
dependent on the Australian and
New Zealand economies
Westpac’s revenues and earnings are dependent on
economic activity and the level of financial services
Westpac’s customers require. In particular, lending is
dependent on various factors including economic growth,
business investment, business and consumer sentiment,
levels of employment, interest rates, asset prices and trade
flows in the countries in which Westpac operates.
Westpac conducts the majority of its business in Australia
and New Zealand and, consequently, its performance is
influenced by the level and cyclical nature of lending in
these countries. These factors are in turn impacted by both
domestic and international economic conditions, natural
disasters and political events. A significant decrease in
Australian and New Zealand housing valuations could
adversely impact Westpac’s home lending activities
because borrowers with loans in excess of their property
value show a higher propensity to default. In the event
of defaults Westpac’s security may be eroded, causing
Westpac to incur higher credit losses. The demand for
Westpac’s home lending products may also decline due to
adverse changes in tax legislation (such as changes to tax
rates, concessions or deductions), regulatory requirements
or other buyer concerns about decreases in values.
Adverse changes to economic and business conditions
in Australia and New Zealand and other countries such
as China, India and Japan, could also adversely affect the
Australian economy and Westpac’s customers. In particular,
due to the current economic relationship between Australia
and China, particularly in the mining and resources sectors,
a slowdown in China’s economic growth could negatively
impact the Australian economy. Changes in commodity
prices, Chinese government policies and broader economic
conditions could, in turn, result in reduced demand for
Westpac’s products and services and affect the ability
of Westpac’s borrowers to repay their loans. If this were
to occur, it could negatively impact Westpac’s business,
prospects, financial performance or financial condition.
5.2.13 An increase in defaults in credit exposures
could adversely affect Westpac’s liquidity,
capital resources, financial performance or
financial condition
Credit risk is the risk of financial loss where a customer
or counterparty fails to meet their financial obligations to
Westpac. It is a significant risk and arises primarily from
Westpac’s lending activities.
Westpac establishes provisions for credit impairment based
on current information. If economic conditions deteriorate,
some customers and/or counterparties could experience
higher levels of financial stress and Westpac may
experience a significant increase in defaults and write-offs,
and be required to increase Westpac’s provisioning. Such
events would diminish available capital and could adversely
affect Westpac’s liquidity, capital resources, financial
performance or financial condition.
Credit risk also arises from certain derivative, clearing
and settlement contracts Westpac enters into, and from
Westpac’s dealings with, and holdings of, debt securities
issued by other banks, financial institutions, companies,
clearing houses, governments and government bodies, the
financial conditions of which may be affected to varying
degrees by economic conditions in global financial markets.
5.2.14 Westpac faces intense competition in all
aspects of its business
The financial services industry is highly competitive.
Westpac competes, both domestically and internationally,
with retail and commercial banks, asset managers,
investment banking firms, brokerage firms, other financial
service firms and businesses in other industries with
emerging financial services aspirations. This includes
specialist competitors that may not be subject to the same
capital and regulatory requirements and therefore may
be able to operate more efficiently. Digital technologies
are changing consumer behaviour and the competitive
environment. The use of digital channels by customers
to conduct their banking continues to rise and emerging
competitors are increasingly utilising new technologies and
seeking to disrupt existing business models, including in
relation to digital payment services. The Westpac Group
faces competition from established providers of financial
services as well as from banking businesses developed by
non-financial services companies.
If Westpac is unable to compete effectively in its various
businesses and markets, Westpac’s market share may
decline. Increased competition may also adversely affect
Westpac by diverting business to Westpac’s competitors
or creating pressure to lower margins and fees.
Increased competition for deposits could also increase
Westpac’s cost of funding and lead Westpac to seek access
to other types of funding or reduce lending. Westpac
relies on bank deposits to fund a significant portion of its
balance sheet and deposits have been a relatively stable
source of funding. Westpac competes with banks and other
financial services firms for such deposits. To the extent that
Westpac is not able to successfully compete for deposits,
Westpac would be forced to rely more heavily on other,
potentially less stable or more expensive forms of funding,
or reduce lending.

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Westpac Capital Notes 5
Westpac is also dependent on its ability to offer products
and services that match evolving customer preferences.
If Westpac is not successful in developing or introducing
new products and services or responding or adapting to
changes in customer preferences and habits, Westpac may
lose customers to its competitors. This could adversely
affect Westpac’s business, prospects, financial performance
or financial condition.
5.2.15 Westpac could suffer losses due to
market volatility
Westpac is exposed to market risk as a consequence of
Westpac’s trading activities in financial markets, Westpac’s
defined benefit plan and through the asset and liability
management of Westpac’s financial position. This is the risk
of an adverse impact on earnings resulting from changes in
market factors, such as foreign exchange rates, commodity
prices, equity prices and interest rates including the
potential for negative interest rates. This includes interest
rate risk in the banking book, such as the risk to interest
income from a mismatch between the duration of assets
and liabilities that arises in the normal course of business
activities. If Westpac was to suffer substantial losses due
to any market volatility it may adversely affect Westpac’s
business, prospects, liquidity, capital resources, financial
performance or financial condition.
5.2.16 Westpac could suffer losses due to
operational risks
Operational risk is the risk of loss resulting from inadequate
or failed internal processes, people and systems or from
external events. It also includes, among other things,
technology risk, model risk and outsourcing risk, as well
as the risk of business disruption due to external events
such as natural disasters, environmental hazard, damage to
critical utilities, and targeted activism and protest activity.
While Westpac has policies, processes and controls in place
to manage these risks, these may not always be effective.
If a process or control is ineffective, it could result in an
adverse outcome for Westpac’s customers. For example,
a process breakdown could result in a customer not
receiving a product on the terms and conditions, or at
the pricing, they agreed to. In addition, inadequate record
keeping may prevent Westpac from demonstrating that a
past decision was appropriate at the time it was made. If
this was to occur, Westpac may incur significant costs in
paying refunds and compensation to customers, as well
as remediating any underlying process breakdown. These
types of failure may also result in increased regulatory
scrutiny, with a regulator potentially commencing
an investigation and/or taking other enforcement,
administrative or supervisory action.
Westpac could incur losses from fraudulent applications
for loans or from incorrect or fraudulent payments and
settlements, particularly real-time payments. Fraudulent
conduct can also emerge from external parties seeking
to access the bank’s systems and customers’ accounts. If
systems, procedures and protocols for managing fraud fail,
or are ineffective, they could lead to losses which could
adversely affect Westpac’s business, prospects, reputation,
financial performance or financial condition.
As a financial services organisation, Westpac is heavily
reliant on the use of data and models in the conduct of
its business (including in the calculation of risk-weighted
assets). Westpac is therefore exposed to model risk, being
the risk of loss arising because of errors or inadequacies in
data or a model, or in the control and use of the model.
Westpac relies on a number of suppliers, both in Australia
and overseas, to provide services to it and its customers.
Failure by these suppliers to deliver services as required
could disrupt services and adversely impact Westpac’s
operations, profitability or reputation.
Operational risks can directly impact Westpac’s reputation
and result in financial losses (including through decreased
demand for Westpac’s products and services) which
would adversely affect Westpac’s financial performance
or financial condition.
The Westpac Group (and individual entities within the
Westpac Group) may, from time to time, be involved in
legal proceedings (including class action proceedings),
regulatory actions or arbitration arising from the conduct
of their business. These may, either individually or in
aggregate, adversely affect the Westpac Group’s business,
operations, prospects or financial condition. Such matters
are subject to many uncertainties (for example, the
outcome may not be able to be predicted accurately) and
the Westpac Group may be required to pay money such as
damages, fines, penalties or legal costs. There is a risk that
these contingent liabilities may be larger than anticipated
or that additional litigation or other contingent liabilities
may arise.
5.2.17 Westpac could suffer losses due to
conduct risk
Conduct risk is the risk that Westpac’s provision of
services and products results in unsuitable or unfair
outcomes for Westpac’s stakeholders or undermines
market integrity. This risk can manifest itself through the
poor conduct of Westpac’s employees, contractors and
external service providers. In addition, conduct risk could
occur through the provision of products and services to
Westpac’s customers that do not meet their needs or do
not support market integrity. This could occur through a
failure to meet professional obligations to specific clients
(including fiduciary and suitability requirements), poor
product design and implementation, selling products and
services outside of customer target markets or a failure to
adequately provide the products or services Westpac had
agreed to provide a customer. While Westpac has policies
and processes that are designed to manage poor conduct
outcomes, these policies and processes may not always be
effective. The failure of these policies and processes could
result in financial losses and reputational damage and
this could adversely affect Westpac’s business, prospects,
financial performance or financial condition.

5
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Section 5 Investment risks
5.2.18 Westpac could suffer losses due
to failures in governance or risk
management strategies
Westpac has implemented risk management strategies,
frameworks and internal controls involving processes and
procedures intended to identify, monitor and manage
risks including liquidity risk, credit risk, equity risk, market
risk (such as interest rate and foreign exchange risk),
compliance risk, conduct risk, insurance risk, sustainability
risk, related entity (contagion) risk and operational risk, all
of which may impact the Westpac Group’s reputation.
However, there are inherent limitations with any risk
management framework as there may exist, or emerge
in the future, risks that Westpac has not anticipated
or identified. The effectiveness of risk management
frameworks is also connected to the establishment and
maintenance of a sound risk management culture.
If any of Westpac’s governance or risk management
processes and procedures prove ineffective or inadequate
or are otherwise not appropriately implemented, Westpac
could suffer unexpected losses and reputational damage
which could adversely affect Westpac’s business,
prospects, financial performance or financial condition.
5.2.19 Climate change may have adverse effects
on Westpac’s business
Westpac and its customers may be adversely affected by
the physical risks of climate change, including increases in
temperatures, sea levels, and the frequency and severity of
adverse climatic events including fires, storms, floods, and
droughts. These changes may directly impact Westpac and
its customers through reputational damage, environmental
factors, insurance risk, and an increase in defaults in credit
exposures.
Initiatives to mitigate or respond to adverse impacts of
climate change may in turn impact market and asset prices,
economic activity, and customer behaviour, particularly
in geographic locations and industry sectors adversely
affected by these changes. Failure to effectively manage
these transition risks could adversely affect Westpac’s
reputation, business, prospects, financial performance or
financial condition.
5.2.20 Westpac could suffer losses due to
environmental factors
Westpac and its customers operate businesses and
hold assets in a diverse range of geographic locations.
Any significant environmental change or external event
(including fire, storm, flood, earthquake, pandemic, civil
unrest or terrorism events) in any of these locations has
the potential to disrupt business activities, impact on
Westpac’s operations, damage property and otherwise
affect the value of assets held in the affected locations and
Westpac’s ability to recover amounts owing to Westpac.
In addition, such an event could have an adverse impact
on economic activity, consumer and investor confidence,
or the levels of volatility in financial markets, all of which
could adversely affect Westpac’s business, prospects,
financial performance or financial condition.
5.2.21 Westpac could suffer losses due to
insurance risk
Westpac has exposure to insurance risk in its life insurance,
general insurance and lenders mortgage insurance
businesses, which may adversely affect Westpac’s business,
operations or financial condition.
Insurance risk is the risk of mis-estimation of the expected
cost of insured events, volatility in the number or severity
of insured events, and mis-estimation of the cost of
incurred claims.
In the life insurance business, risk arises primarily through
mortality (death) and morbidity (illness and injury) risks,
the costs of claims relating to those risks being greater
than was anticipated when pricing those risks and
policy lapses.
In the general insurance business, insurance risk arises
mainly through environmental factors (including storms,
floods and bushfires) and other calamities, such as
earthquakes, tsunamis and volcanic activity, as well as
general variability in home and contents insurance claim
amounts. The frequency and severity of external events
such as natural disasters is difficult to predict and it is
possible that the amounts Westpac reserves for potential
losses from existing events, such as those arising from
natural disaster events, may not be adequate to cover
actual claims that may arise.
In the lenders mortgage insurance business, insurance risk
arises primarily from unexpected downturn in economic
conditions leading to higher levels of mortgage defaults
from unemployment or other economic factors.
If Westpac’s reinsurance arrangements are not effective,
this could also lead to greater risks, and more losses
than anticipated.
5.2.22 Westpac could suffer losses due to
impairment of capitalised software,
goodwill and other intangible assets
that may adversely affect its business,
operations and financial condition
In certain circumstances Westpac may be exposed
to a reduction in the value of intangible assets. As
at 30 September 2017, Westpac carried goodwill
principally related to its investments in Australia,
other intangible assets principally relating to assets
recognised on acquisition of subsidiaries and capitalised
software balances.
Westpac is required to assess the recoverability of the
goodwill and other intangible asset balances on at least an
annual basis or wherever an indicator of impairment exists.
For this purpose Westpac uses a discounted cash flow
calculation. Changes in the methodology or assumptions
upon which the calculation is based, together with
expected changes in future cash flows, could materially
impact this assessment, resulting in the potential write-off
of part or all of the intangible assets.
Capitalised software and other intangible assets are
assessed for indicators of impairment at least annually
or on indication of impairment. In the event that an asset
is no longer in use, or its value has been reduced or that
its estimated useful life has declined, an impairment will
be recorded, adversely impacting the Westpac Group’s

70
Westpac Capital Notes 5
financial condition. The estimates and assumptions used
in assessing the useful life of an asset can be affected
by a range of factors including changes in strategy
and the rate of external changes in technology and
regulatory requirements.
5.2.23 Westpac could suffer losses if it fails to
syndicate or sells down underwritten
securities
As a financial intermediary, Westpac underwrites listed and
unlisted debt and equity securities. Underwriting activities
include the development of solutions for corporate and
institutional customers who need capital and investor
customers who have an appetite for certain investment
products. Westpac may guarantee the pricing and
placement of these facilities. Westpac could suffer losses
if Westpac fails to syndicate or sells down Westpac’s risk
to other market participants. This risk is more pronounced
in times of heightened market volatility.
5.2.24 Certain strategic decisions may have
adverse effects on Westpac’s business
Westpac, at times, evaluates and may implement strategic
decisions and objectives including diversification,
innovation, divestment or business expansion initiatives,
including acquisitions of businesses. The expansion or
integration of a new business, or entry into a new business,
can be complex and costly and may require Westpac
to comply with additional local or foreign regulatory
requirements which may carry additional risks. In addition,
Westpac may be unable to successfully divest businesses
or assets. These activities may, for a variety of reasons, not
deliver the anticipated positive business results and could
have a negative impact on Westpac’s business, prospects,
engagement with regulators, financial performance or
financial condition.
The summary of risks in this Section 5 is not exhaustive
and you should read this Prospectus in its entirety and
consult your financial adviser or other professional
adviser before deciding whether to invest in Westpac
Capital Notes 5.

6
71
WARNING – Westpac Capital Notes 5 are not deposit liabilities of Westpac, are riskier than bank deposits and may not be suitable for some investors.
Their overall complexity may make them difficult to understand and the risks associated with the Notes could result in the loss of all of your investment.
If you do not fully understand how they work or the risks associated with them, you should obtain professional advice.
This Section sets out:
6.1 Summary of the Australian tax consequences for Holders
6.2 Class Ruling
6.3 Distributions
6.4 Disposals of Westpac Capital Notes 5
6.5 Conversion of Westpac Capital Notes 5
6.6 Westpac CPS Reinvestment Offer
6.7 Provision of TFN and/or ABN
6.8 GST
6.9 Stamp Duty
Section 6
Australian tax summary

72
Westpac Capital Notes 5
6.1 Summary of the Australian tax
consequences for Holders
The following is a summary of the Australian tax
consequences for certain Australian resident and non-
Australian resident Holders who subscribe for Westpac
Capital Notes 5 under this Prospectus. This summary
has been prepared by Allens, the Australian legal and
tax adviser to the Offer on the assumption that all the
transactions described in this Prospectus will be carried out
in the manner described in this Prospectus.
Allens has consented to the inclusion of this summary in
this Prospectus but this consent should not be taken as a
statement about any other matter in this Prospectus or in
relation to Westpac or the performance of any investment
in Westpac.
The information contained in this summary does not
constitute financial product advice for the purposes of
the Corporations Act. Allens is not licenced, under the
Corporations Act, to provide financial product advice and to
the extent that this summary contains any information about
a financial product within the meaning of the Corporations
Act, taxation is only one of the matters that must be
considered when making a decision about the relevant
financial product. An investor or prospective investor should,
before making any decision to invest in the Westpac Capital
Notes 5, consider taking financial advice from a person who
holds an AFSL under the Corporations Act.
This summary does not address all tax consequences of
ownership of Westpac Capital Notes 5 and, in particular,
does not address the positions of Holders who:
• acquire their Westpac Capital Notes 5 in the course of
a business of trading or investing in securities, such as
share traders, investment companies, banks or insurance
companies, or who otherwise hold Westpac Capital
Notes 5 on revenue account or as trading stock; and/or
• are subject to the “taxation of financial arrangements”
rules in Division 230 of the Tax Act.
The actual tax consequences of your investment in
Westpac Capital Notes 5 may differ depending upon your
individual circumstances.
You should consult your own professional tax adviser
regarding the consequences of acquiring, holding or
disposing of Westpac Capital Notes 5 in light of your
particular circumstances.
This summary is based on Australian tax laws and
regulations and the current administrative practice of
the Australian Taxation Office (“ATO”) as at the date of
this Prospectus.
6.2 Class Ruling
Westpac has applied for a public Class Ruling requesting
confirmation of the ATO’s views on the principal tax issues
considered below. The Class Ruling may not be issued
until after the issue of the Westpac Capital Notes 5. When
it has been issued, it will be available on the ATO and
Westpac websites.
6.3 Distributions
The Westpac Capital Notes 5 should be characterised
as “non-share equity interests” for Australian income tax
purposes and Distributions should be treated as “non-share
dividends” which are frankable.
6.3.1 Australian resident Holders
Distributions
Australian resident Holders will be required to include the
amounts of any Distributions in their assessable income.
Any franking credits attached to those Distributions should
also be included in Holders’ assessable income and tax
offsets should generally be available, equal to the amounts
of the franking credits, subject to the requirements that the
Westpac Capital Notes 5 be held “at risk” for the requisite
periods (see below regarding the “holding period rule”)
and that the Commissioner of Taxation does not make an
adverse determination under certain anti-avoidance rules
(see below).
Where Holders who are individuals or complying
superannuation entities are entitled to tax offsets, those
offsets will either reduce any tax payable by the Holders,
or give rise to tax refunds to the extent that the tax offsets
exceed the tax that is otherwise payable by the Holders.
To the extent that any Distributions are unfranked, those
unfranked amounts will also be included in Holders’
assessable income, without any tax offsets.
Holders that are companies are not entitled to refunds of
excess tax offsets, but will be entitled to a credit in their
franking account equal to the amount of the franking credits
attached to a Distribution, subject to the qualifications
mentioned above and discussed further below.
“Holding period rule”
A Holder will not be entitled to tax offsets in respect of
franking credits on a franked Distribution unless the Holder
is a “qualified person” in relation to the Distribution.
To be a “qualified person” in relation to a Distribution, a
Holder must have held the Westpac Capital Notes 5 “at
risk” for a continuous period of at least 90 days (excluding
the days of acquisition and disposal) during:
• the “primary qualification period”, which is the period
beginning on the day after the day on which the Westpac
Capital Notes 5 are acquired by a Holder and ending
on the 90th day after the day that the Westpac Capital
Notes 5 became ex-Distribution; or
• if a Holder, or an associate, is under an obligation to make
“related payments” (which have the effect of passing on
the benefit of the Distribution to other entities) in respect
of the Distribution, the “secondary qualification period”,
which is the period beginning on the 90th day before,
and ending on the 90th day after, the day that the
Westpac Capital Notes 5 became ex-Distribution.
To be held “at risk”, the Holder must effectively retain 30%
or more of the risks and benefits associated with holding
the Westpac Capital Notes 5. Whether or not the Westpac
Capital Notes 5 are held “at risk” by a Holder during the
relevant periods will depend upon whether the Holder
has financial positions or undertakes risk management

6
73
Section 6 Australian tax summary
strategies (e.g. using limited recourse loans, options or
forward sale contracts) in relation to the Westpac Capital
Notes 5. On the basis that Holders will continue to hold
the Westpac Capital Notes 5 for at least the “primary
qualification period”, will not have any financial positions
or enter into any relevant risk management strategies in
relation to the Westpac Capital Notes 5, and will not be
under an obligation to make “related payments” to other
entities, Holders should be “qualified persons” in relation to
Distributions on the Westpac Capital Notes 5.
Holders who are individuals and who will not claim
tax offsets in any one year in excess of $5,000, will
automatically be taken to be “qualified persons” in relation
to all Distributions that they receive (provided that they
are not under an obligation to make a “related payment”
as described above).
The application of the franking rules to Holders will
depend upon the particular circumstances of each Holder.
Accordingly, each Holder should seek independent advice
as to whether they will be treated as a “qualified person”
in relation to Distributions received on the Westpac Capital
Notes 5.
Anti-avoidance rule
Section 177EA of the Tax Act is an anti-avoidance provision
which is designed to counter schemes where one of the
purposes (other than an incidental purpose) of the scheme
is to inappropriately divert franking credits and obtain
an imputation benefit. There are a number of different
objective factors that the Commissioner may take into
account in forming a view as to whether a scheme has such
a purpose. Where section 177EA applies, the Commissioner
may make a written determination with the effect of either:
• imposing a franking debit on the distributing entity’s
franking account; or
• denying the imputation benefit on the Distribution that
flowed directly or indirectly to the relevant taxpayer.
The Commissioner of Taxation has indicated that, in the
usual case, he would not ordinarily assert that section
177EA applied to a convertible instrument which satisfied
the requirements to be classified as Additional Tier 1 Capital
for APRA regulatory reporting purposes. Based on that
and current case-law, Westpac expects the Commissioner
to make a favourable Class Ruling on this issue, which
would be binding on the Commissioner in favour of
Holders who subscribe for Westpac Capital Notes 5 under
this Prospectus.
6.3.2 Non-Australian resident Holders
To the extent that Distributions paid to non-Australian
resident Holders, who do not hold their Westpac Capital
Notes 5 through a permanent establishment in Australia,
are franked, those Distributions will not be subject to
Australian withholding tax. Where such Distributions
are not fully franked, the unfranked portion of any such
Distribution will be subject to withholding tax at the rate
of 30%. This rate may be reduced if the non-Australian
resident is resident in a country that has a double taxation
agreement with Australia.
6.4 Disposals of Westpac Capital
Notes 5
6.4.1 Australian resident Holders
We expect the Commissioner of Taxation to take the view
that the Westpac Capital Notes 5 are not “traditional
securities” for the purposes of the Tax Act. On that basis,
any gains or losses made by Holders on the disposal of
their Westpac Capital Notes 5 will be taxed under the
capital gains tax (“CGT”) provisions.
A disposal of a Westpac Capital Note 5, whether through
an on-market disposal, Redemption, or pursuant to a
Transfer Notice, will be a CGT event. Holders may make
a capital gain or a capital loss, depending upon whether
their capital proceeds from the disposal are more than the
cost base of their Westpac Capital Notes 5, or whether the
capital proceeds are less than the reduced cost base of
their Westpac Capital Notes 5, respectively.
For Holders who acquire Westpac Capital Notes 5 pursuant
to this Prospectus, the first element of the cost base of a
Westpac Capital Note 5 will be the amount paid for the
relevant Westpac Capital Note 5, which will be its Initial
Face Value. Other amounts associated with the acquisition
or disposal of the Westpac Capital Notes 5, such as broker
fees, may be added to the cost base.
The capital proceeds from a Redemption or Transfer of
a Westpac Capital Note 5 will be equal to the Initial Face
Value of the Westpac Capital Note 5 (unless there has been
a reduction in the Face Value of the Notes because there
has been a Capital Trigger Event or a Non-Viability Trigger
Event). Therefore, Holders who acquire their Westpac
Capital Notes 5 under the Offer in this Prospectus should
not make capital gains on the Redemption or Transfer of
their Westpac Capital Notes 5. If, however, the Face Value
of the Westpac Capital Notes 5 has been reduced because
there has been a Capital Trigger Event or a Non-Viability
Trigger Event, Holders may make a capital loss on the
Redemption or Transfer of their Westpac Capital Notes 5.
Holders should seek their own tax advice as to whether any
such capital loss may be applied to offset capital gains in
their particular circumstances.
The capital proceeds from an on-market disposal of
a Westpac Capital Note 5 will be the sale price of the
Westpac Capital Note 5. Holders who sell their Westpac
Capital Notes 5 on-market may make capital gains or
capital losses, depending upon the amount of capital
proceeds that they receive.
Any capital gain or capital loss made by a Holder will be
aggregated with other capital gains and capital losses
of the Holder in the relevant income year to determine
whether the Holder has a net capital gain or net capital
loss. A net capital gain, if any, will be included in the
Holder’s assessable income and subject to income tax,
although the “CGT Discount” may be available to reduce
the taxable gain for the Holder, as described below. A net
capital loss may not be deducted against other assessable
income, but may be carried forward to be offset against
net capital gains realised in later income years.
If a Holder is an individual, complying superannuation
entity or a trust, and held their Westpac Capital Notes 5 for
12 months or more before the disposal, the Holder should

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Westpac Capital Notes 5
be entitled to a “CGT Discount” for any capital gain made
on the disposal of their Westpac Capital Notes 5.
The “CGT Discount” provisions may entitle Holders to reduce
their capital gain on the disposal of a Westpac Capital Note
5 (after deducting available capital losses) by half, in the
case of individuals and trusts, or by one-third, in the case
of complying superannuation entities. Trustees should seek
specific advice regarding the tax consequences of making
distributions attributable to discounted capital gains.
The “CGT Discount” is not available to companies, nor
can it apply to Westpac Capital Notes 5 disposed of by
Holders under an agreement entered into within 12 months
of the acquisition of the Westpac Capital Notes 5 by
those Holders. Holders should seek independent advice to
determine if their Westpac Capital Notes 5 have been held
for the requisite period.
6.4.2 Non-Australian resident Holders
Any capital gain or capital loss made by a non-Australian
resident Holder from the disposal of their Westpac Capital
Notes 5 is likely to be disregarded on the basis that Westpac
Capital Notes 5 are not likely to be “taxable Australian
property” at the time of sale, unless the Westpac Capital
Notes 5 were used by the non-resident in carrying on
business through a permanent establishment in Australia.
Any non-Australian resident Holders who held their
Westpac Capital Notes 5 in the course of carrying on a
business should obtain specific advice in respect of the
potential consequences of a disposal of their Westpac
Capital Notes 5 in their particular circumstances.
6.5 Conversion of Westpac Capital
Notes 5
When a Westpac Capital Note 5 is Converted, a Holder’s
rights in relation to the Westpac Capital Note 5 will be
terminated for an amount equal to the Face Value of
the Westpac Capital Note 5 and Westpac will apply that
amount for the Holder in subscribing for Ordinary Shares
which are to be issued by Westpac at a discount. The
Conversion of a Westpac Capital Note 5 into Ordinary
Shares in this way should not give rise to a capital gain or a
capital loss, nor an assessable revenue gain or a deductible
revenue loss, for a Holder. The recognition of any gain or
loss that might otherwise have arisen on the termination
of a Westpac Capital Note 5 is effectively deferred until any
subsequent sale of the Ordinary Shares acquired by the
Holder from the Conversion. This applies to both Australian
resident Holders and non-Australian resident Holders.
The first element of the cost base or reduced cost base of
the Ordinary Shares acquired as a result of a Conversion
will be the amount of the Holder’s cost base for each
Converted Westpac Capital Note 5.
The Ordinary Shares that will be acquired as a result of
a Conversion will be deemed to have been acquired by
Holders at the time of Conversion for capital gains tax
purposes, including for the purpose of calculating the
12 month ownership period required for the “CGT Discount”
(see above).
6.6 Westpac CPS Reinvestment
Offer
Under the Reinvestment Offer, Eligible Westpac CPS
Holders may apply to reinvest some or all of their Westpac
CPS in Notes. This will be effected by the transfer of
Participating Westpac CPS to the Westpac CPS Nominated
Party on 13 March 2018 for $100 per Participating Westpac
CPS and the automatic reinvestment of the Transfer
Proceeds in Notes ($100 per Note).
For Westpac CPS holders who do not participate in the
Reinvestment Offer (or only participate in respect of
some of their Westpac CPS), it is currently intended that
their Non-Participating Westpac CPS will be transferred
to the Westpac CPS Nominated Party on 3 April 2018
1
for
$100 per Westpac CPS.
The following income tax consequences will generally apply
to Eligible Westpac CPS Holders who participate in the
Reinvestment Offer, and Non-Participating Westpac CPS
Holders whose Westpac CPS are transferred to the Westpac
CPS Nominated Party, who are Australian tax residents, hold
their Westpac CPS as capital assets, are not in the business
of dealing or trading in securities and do not otherwise hold
their Westpac CPS on revenue account for tax purposes.
Westpac CPS holders may also wish to refer to the
Tax Letter in the prospectus for Westpac CPS dated
24 February 2012 which contains a summary of the tax
treatment of certain entities that invested in Westpac CPS
under the prospectus and Class Ruling CR 2012/32 which
contains the ATO’s binding views in respect of the tax
treatment of certain entities that invested in Westpac CPS
under the prospectus for Westpac CPS. A copy of the Class
Ruling is available on Westpac’s website at www.westpac.
com.au/about-westpac/investor-centre/other-westpac-
securities/westpac-convertible-preference-shares/.
6.6.1 Dividends
An Eligible Westpac CPS Holder who elects to participate
in the Reinvestment Offer will also be paid a Pro-Rata
Westpac CPS Dividend on 13 March 2018, calculated in
respect of the period from (but excluding) 30 September
2017 to (and including) 13 March 2018, on each Westpac
CPS that they hold at 7.00pm (Sydney time) on 5 March
2018, being the record date for the Pro-Rata Westpac
CPS Dividend, subject to the dividend payment test
in the Westpac CPS Terms being met.
A Non-Participating Westpac CPS Holder will be paid the
Pro-Rata Westpac CPS Dividend on 13 March 2018, on each
Non-Participating Westpac CPS that they hold at 7.00pm
(Sydney time) on 5 March 2018, being the record date
for the Pro-Rata Westpac CPS Dividend, subject to the
dividend payment test in the Westpac CPS Terms being
met. If a Non-Participating Westpac CPS Holder continues
to hold Westpac CPS on the Final Westpac CPS Dividend
Record Date, they will be paid the Final Westpac CPS
Dividend on 3 April 2018
2
for each Westpac CPS they hold
on the Final Westpac CPS Dividend Record Date, in respect
of the period from (but excluding) the Issue Date to (and
including) 31 March 2018, subject to the dividend payment
test in the Westpac CPS Terms being satisfied.
1. The first Westpac CPS Optional Conversion/Redemption Date of 31 March 2018 is not a business day for the purposes of the Westpac CPS Terms and accordingly
the transfer of Non-Participating Westpac CPS will occur, and the Final Westpac CPS Dividend payment will be made, on the next business day (being 3 April 2018).
2. The Final Westpac CPS Dividend payment date is not a business day for the purposes of the Westpac CPS Terms and accordingly the Final Westpac CPS
Dividend payment will be made on the next business day (being 3 April 2018).

6
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Section 6 Australian tax summary
Westpac expects these dividends to be fully franked. These
dividends will be subject to the same taxation treatment
as other dividends paid on Westpac CPS. In particular,
Australian resident Westpac CPS holders should include
the amount of each dividend in their assessable income.
In addition, if they are not companies and they satisfy the
qualified person (related payments and holding period)
rules, they should also include an amount equal to the
franking credits attached to the dividend in their assessable
income, in which case they should qualify for a tax offset
equal to the amount of those franking credits.
6.6.2 Transfer proceeds
Under the Reinvestment Offer, a Participating Westpac
CPS Holder will elect to reinvest their Transfer Proceeds
($100 for each Westpac CPS) in Westpac Capital Notes 5.
A Non-Participating Westpac CPS Holder will also receive
an amount of $100 for each Westpac CPS upon the transfer
of their Westpac CPS to the Westpac CPS Nominated Party
on 3 April 2018.
For both Participating Westpac CPS Holders and
Non-Participating Westpac CPS Holders, no part of
the transfer proceeds should be taken to be ordinary
assessable income of the Westpac CPS holders.
6.6.3 CGT consequences of transfer of
Westpac CPS
Australian residents
The transfer of Westpac CPS to the Westpac CPS
Nominated Party, either by Participating Westpac CPS
Holders pursuant to the Reinvestment Offer, or by
Non-Participating Westpac CPS Holders on 3 April 2018,
will be a CGT event for the Westpac CPS holders.
Westpac CPS holders may make a capital gain if their
capital proceeds from the transfer are more than their “cost
base” for their Westpac CPS, or may make a capital loss
if their capital proceeds are less than their “reduced cost
base” for their Westpac CPS:
• Cost base or reduced cost base: the first element of a
Westpac CPS holder’s cost base, or reduced cost base,
for their Westpac CPS is the amount paid by the Westpac
CPS holder for their Westpac CPS. Other amounts
associated with the acquisition or disposal of Westpac
CPS, such as broker fees, may be added to the cost base.
• Capital proceeds: the capital proceeds that will be
received by a Westpac CPS holder from the transfer of
their Westpac CPS to the Westpac CPS Nominated Party,
either by a Participating Westpac CPS Holder pursuant to
the Reinvestment Offer, or by a Non-Participating Westpac
CPS Holder on 3 April 2018, will be $100 per Westpac CPS.
Any capital gain (or capital loss) made by a Westpac CPS
holder will be aggregated with other capital gains and
capital losses of the Westpac CPS holder in the relevant year
of income to determine whether the Westpac CPS holder
has a net capital gain or net capital loss. A net capital gain, if
any, will be included in the Westpac CPS holder’s assessable
income and will be subject to income tax, however the
“CGT Discount” may be available to reduce the taxable gain
for a Westpac CPS holder who is an individual, complying
superannuation entity or trust (as described below). A net
capital loss may not be deducted against other assessable
income, but may be carried forward to be offset against net
capital gains realised in later income years.
If a Westpac CPS holder is an individual, complying
superannuation entity or a trust, and held their Westpac
CPS for 12 months or more before the disposal, the
Westpac CPS holder may be entitled to a “CGT Discount”
for any capital gain made on the disposal of their Westpac
CPS. Westpac CPS holders should seek independent advice
to determine if their Westpac CPS have been held for the
requisite period.
The “CGT Discount” provisions may entitle Westpac CPS
holders to reduce their capital gain on the disposal of a
Westpac CPS (after deducting available capital losses) by
half, in the case of individuals and trusts, or by one-third
in the case of complying superannuation entities. However,
trustees should seek specific advice regarding the tax
consequences of making distributions attributable to
discounted capital gains. The “CGT Discount” is not
available to companies.
Non-Australian residents
Any capital gain or capital loss made by non-Australian
resident Westpac CPS holders is likely to be disregarded
on the basis that Westpac CPS are not likely to be ‘taxable
Australian property’ at the time of sale, unless they were
used by the non-resident in carrying on business through
a permanent establishment in Australia. Any non-resident
Westpac CPS holders who held their Westpac CPS in
the course of a business should obtain specific advice in
respect of the potential consequences of that disposal of
Westpac CPS in their particular circumstances.
6.6.4 Cost base of Westpac Capital Notes 5
acquired pursuant to the Reinvestment Offer
Where Westpac Capital Notes 5 are acquired by Eligible
Westpac CPS Holders pursuant to the Reinvestment Offer,
the Transfer Proceeds that were applied to acquire those
Notes will be included in the cost bases of the Westpac
Capital Notes 5 for the purposes of determining any future
gain or loss on the disposal, Conversion, Redemption or
Transfer of the Westpac Capital Notes 5 (refer to Sections
6.4 and 6.5 above).
6.7 Provision of TFN and/or ABN
Westpac is required to deduct withholding tax from
payments of Distributions in respect of the Westpac Capital
Notes 5 that are not 100% franked, at the rate specified
in the Taxation Administration Regulations 1976 (currently
47% of the unfranked amount), and remit such amounts to
the ATO, unless a Tax File Number or an Australian Business
Number has been quoted by a Holder, or a relevant
exemption applies (and has been notified to Westpac).
6.8 GST
No GST should be payable by a Holder in respect of
acquiring Westpac Capital Notes 5 or on a sale, Conversion,
Redemption or Transfer of Westpac Capital Notes 5, other
than in respect of brokerage or similar fees.
6.9 Stamp Duty
No stamp duty should be payable by a Holder on the
issue, sale, Conversion, Redemption or Transfer of Westpac
Capital Notes 5.

76
WARNING – Westpac Capital Notes 5 are not deposit liabilities of Westpac, are riskier than bank deposits and may not be suitable for some investors.
Their overall complexity may make them difficult to understand and the risks associated with the Notes could result in the loss of all of your investment.
If you do not fully understand how they work or the risks associated with them, you should obtain professional advice.
This Section sets out:
7.1 Restrictions on ownership for Westpac
7.2 Information, disclosure and availability
7.3 Rights attaching to Westpac Capital Notes 5
7.4 Rights attaching to Ordinary Shares
7.5 Rights attaching to Approved Successor Shares
7.6 Summary of the Offer Management Agreement
7.7 Consents
Section 7
Other information
7.8 Interests of advisers
7.9 Interests of Westpac Directors
7.10 Westpac legal proceedings
7.11 ASX waivers and approvals
7.12 Foreign selling restrictions
7.13 Acknowledgment and privacy statement
7.14 Governing law

7
77
Section 7 Other information
7.1 Restrictions on ownership
for Westpac
The Financial Sector (Shareholdings) Act 1988 (Cth)
restricts the aggregate voting power of a person and their
associates in an Australian bank to 15%. A shareholder may
apply to the Treasurer of the Commonwealth of Australia
to extend its stake beyond 15%, however approval cannot
be granted unless the Treasurer is satisfied that it is in the
national interest to approve a holding of greater than 15%.
Acquisitions of interests in shares in Australian companies
by foreign persons are subject to review and approval by
the Treasurer of the Commonwealth of Australia under the
Foreign Acquisitions and Takeovers Act 1975 (Cth) in certain
circumstances. Potential investors should consult their
professional advisers to determine whether the Foreign
Acquisitions and Takeovers Act 1975 (Cth) may affect their
holding or ownership of Notes or Ordinary Shares.
7.2 Information, disclosure
and availability
7.2.1 Reporting and disclosure obligations
Westpac is a disclosing entity for the purposes of the
Corporations Act and is subject to regular reporting and
disclosure obligations under the Corporations Act and the
ASX Listing Rules. These obligations require that Westpac
prepare both yearly and half-yearly financial statements
and a report on the operations of Westpac during the
relevant accounting period together with an audit or review
report by its auditor. Copies of these documents and other
documents lodged with ASIC by Westpac may be obtained
from, or inspected at, an ASIC office.
Westpac also has an obligation under the ASX Listing
Rules to notify ASX immediately of any information
concerning Westpac of which it becomes aware and which
a reasonable person would expect to have a material
effect on the price or value of Westpac’s securities unless
exceptions from disclosure apply under ASX Listing Rules.
ASX maintains records of company announcements for all
companies listed on ASX. Westpac’s announcements may
be viewed on ASX’s website (www.asx.com.au).
7.2.2 Accessing information about Westpac
Westpac will provide a copy of any of the following
documents free of charge to any person who requests a
copy during the Offer Period in relation to this Prospectus:
• the financial statements of Westpac for the year ended
30 September 2017 (being the most recent annual
financial statements lodged with ASIC before the
lodgement of this Prospectus);
• the interim financial report of Westpac for the half year
ended 31 March 2017 (being the most recent interim
financial statements lodged with ASIC before the
lodgement of this Prospectus);
• any document or financial statement lodged by Westpac
with ASIC or ASX under the continuous disclosure
reporting requirements in the period after the lodgement
of the annual financial statements and before the
lodgement of this Prospectus; and
• Westpac’s Constitution.
Copies of Westpac’s financial statements are available at:
www.westpac.com.au/about-westpac/investor-centre/
financial-information/annual-reports.
Copies of Westpac’s Constitution are available at:
www.westpac.com.au/about-westpac/westpac-group/
corporate-governance/constitution-board.
Written requests for copies of these documents should
be addressed to:
Westpac Group Secretariat
Level 20
275 Kent Street
Sydney NSW 2000
7.3 Rights attaching to
Westpac Capital Notes 5
The rights attaching to the Notes are contained in the
Westpac Capital Notes 5 Terms, which are contained
in Appendix B.
7.4 Rights attaching to
Ordinary Shares
Ordinary Shares may be issued to Holders by Westpac on
Conversion of Notes. These Ordinary Shares will be issued
as fully paid and will rank equally with all other Ordinary
Shares already on issue in all respects.
The rights attaching to Ordinary Shares are set out in
Westpac’s Constitution, the ASX Listing Rules and the
Corporations Act. A summary of these rights is set
out below.
7.4.1 Transfers
Transfers of Ordinary Shares are not effective until
registered. Subject to the ASX Listing Rules, Westpac may
refuse to register a transfer of Ordinary Shares without
giving any reasons. However, the ASX Listing Rules
substantially restrict when Westpac may refuse to register
a transfer.
Unless otherwise required by law, Westpac is not required
to recognise any interest in Ordinary Shares apart from that
of registered holders of Ordinary Shares.
Where two or more persons are registered as joint holders
of Ordinary Shares, they are taken to hold the Ordinary
Shares as joint tenants with rights of survivorship.
Westpac is not required to register more than three
persons as joint holders of an Ordinary Share or issue
more than one share certificate or holding statement for
Ordinary Shares jointly held.
Restrictions apply in respect of persons who become
entitled to Ordinary Shares by reason of the death,
bankruptcy or mental incapacity of a holder of
Ordinary Shares.

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Westpac Capital Notes 5
7.4.2 Profits and Dividends
Holders of Ordinary Shares are entitled to receive such
Dividends as may be determined by Westpac. Dividends
determined by Westpac are payable to holders of Ordinary
Shares in proportion to the amounts paid on the Ordinary
Shares that they hold.
Dividends must only be paid in accordance with applicable
laws and Westpac’s Constitution. Westpac is restricted
from paying Dividends unless:
• Westpac’s assets exceed its liabilities immediately before
the Dividend is determined and the excess is sufficient
for the payment of the Dividend;
• the payment of the Dividend is fair and reasonable to
Westpac’s shareholders as a whole; and
• the payment of the Dividend does not materially
prejudice Westpac’s ability to pay its creditors.
Additionally, Dividends would not be payable if making
such a payment would breach or cause a breach by
Westpac of applicable capital adequacy or other
supervisory requirements of APRA, or if Westpac was
directed by APRA not to pay a Dividend under the Banking
Act. APRA’s requirements include that Westpac must
obtain APRA’s written approval prior to making a Dividend
payment on Ordinary Shares if the aggregate amount of
Dividend payments on Ordinary Shares in the 12 months
covered by one or more sets of publicly available operating
results preceding the date of the proposed Dividend
payment exceeds Westpac’s after-tax earnings after
taking into account any payments on more senior capital
instruments in the same 12 months.
There are restrictions on the amount of earnings that
can be distributed through Tier 1 Capital Distributions
should an ADI’s Level 1 or Level 2 CET1 Ratios fall below
the Distribution Restriction Trigger. Refer to Section 4.2.4
for further information.
Dividends that are paid, but not claimed, may be invested
by the Westpac Directors for the benefit of Westpac
until required to be dealt with under any law relating
to unclaimed monies.
7.4.3 Winding Up of Westpac
Subject to the preferential entitlement (if any) of
preference shareholders, holders of Ordinary Shares are
entitled to share equally in any surplus assets if Westpac
is wound up.
7.4.4 Meetings and voting rights
Holders of Ordinary Shares are entitled to receive notice
of, attend and vote at general meetings of Westpac. Each
holder of Ordinary Shares present at a general meeting
(whether in person or by proxy or representative) is entitled
to one vote on a show of hands or, on a poll, one vote for
each Ordinary Share held.
7.4.5 Issue of further Ordinary Shares
The Westpac Directors control the issue of Ordinary Shares.
Subject to the Corporations Act, the Westpac Directors
may issue further Ordinary Shares, and grant options and
pre-emptive rights over Ordinary Shares, on terms they
think fit.
7.5 Rights attaching to
Approved Successor Shares
If Westpac is replaced as the ultimate holding company
of the Westpac Group by an Approved Successor,
and the Westpac Capital Notes 5 Terms are amended
to enable substitution of the Approved Successor as
debtor of the Westpac Capital Notes 5 and the issuer of
ordinary shares on Conversion, Holders will be issued with
Approved Successor Shares on Conversion (rather than
Ordinary Shares). In order to be classified as an Approved
Successor, the shares of the proposed successor holding
company must be listed on an internationally recognised
stock exchange – see clause 16.2 of the Westpac Capital
Notes 5 Terms (definition of “Acquisition Event”). The
Approved Successor will be obliged to use all reasonable
endeavours to obtain quotation of the Approved Successor
Shares issued under the Westpac Capital Notes 5 Terms
on the stock exchanges on which the other Approved
Successor Shares are quoted at the time of a Conversion
– see clause 13.4 of the Westpac Capital Notes 5 Terms.
7.6 Summary of the Offer
Management Agreement
Westpac and the Joint Lead Managers entered into
the Offer Management Agreement (“OMA”) on
5 February 2018. Under the OMA, Westpac has appointed
Westpac Institutional Bank, ANZ Securities Limited,
Commonwealth Bank of Australia, J.P. Morgan Australia
Limited, Morgans Financial Limited, National Australia Bank
Limited, and UBS AG, Australia Branch as the Joint Lead
Managers and joint bookrunners for the Offer.
Under the OMA, the Joint Lead Managers agreed to
conduct the Bookbuild before the Opening Date. In this
process, Syndicate Brokers and Institutional Investors were
invited to lodge bids for a number of Notes at various
margins within an indicative margin range. Using those
bids, Westpac and the Joint Lead Managers set the Margin
and determined the firm Allocations to Syndicate Brokers
and Institutional Investors. The Bookbuild was conducted
on the terms and conditions in the OMA.
The OMA contains various representations and warranties,
and imposes various obligations on Westpac, including
representations, warranties and obligations to ensure that
this Prospectus complies with the Corporations Act and
ASX Listing Rules, and to conduct the Offer under the
agreed timetable, ASX Listing Rules, this Prospectus and all
other applicable laws.
The OMA provides that Westpac will not, without the
Joint Lead Managers’ consent (not to be unreasonably
withheld or delayed), allot, agree to allot or indicate in any
way that it may or will allot or agree to allot any hybrid
debt or preference security with Tier 1 Capital or Tier 2
Capital status in the Australian retail market before the
Issue Date, other than pursuant to the Offer and in certain
other specified circumstances.
Westpac has agreed to indemnify the Joint Lead Managers
(other than Westpac Institutional Bank) and parties
affiliated with each Joint Lead Manager against damages,
losses, costs, expenses and liabilities in connection with
the Offer, other than where these result from any fraud,

7
79
Section 7 Other information
recklessness, wilful misconduct or negligence of the
indemnified parties or certain other events.
7.6.1 Settlement support
Each Joint Lead Manager has agreed to provide settlement
support for the number of Notes Allocated to Syndicate
Brokers under the Bookbuild. Under the OMA, as part of
that settlement support, each Joint Lead Manager will
pay to Westpac, or procure payment to Westpac of, its
JLM Broker Firm Amount under the Bookbuild by the
settlement date (12 March 2018). Each Joint Lead Manager
is only responsible for ensuring that payment is made for
Notes Allocated to them or at their direction. Westpac
Institutional Bank need only pay, or procure payment, to
Westpac of the proportion of its JLM Broker Firm Amount,
Other Broker Firm Amount, Institutional Amount and
Co-Manager Amount that it actually receives from third
party investors.
7.6.2 Fees
Under the OMA, Westpac will pay:
• each Joint Lead Manager, a selling fee of 0.75% of that
Joint Lead Manager’s JLM Broker Firm Amount;
• each Joint Lead Manager whose bid into the Bookbuild
equals or exceeds a minimum threshold, a bookrunning
fee of 0.50% of that Joint Lead Manager’s JLM Broker
Firm Amount;
• to Westpac Institutional Bank, a bookrunning fee of
0.50% of the Co-Manager Amount; and
• to Westpac Institutional Bank, a selling fee of 0.25%
of the Institutional Amount.
Westpac Institutional Bank agrees to pay, on behalf of
Westpac, a selling fee of 0.75% of the Co-Manager Amount
to any Co-Managers, subject to receipt of this fee from
Westpac. Westpac Institutional Bank also agrees to pay,
on behalf of Westpac, a selling fee of 0.75% of the Other
Broker Firm Amount to Third Party Brokers and certain
other participating brokers, subject to Westpac Institutional
Bank receiving the selling fee of 0.75% of its JLM Broker
Firm Amount described above.
Westpac may pay to Westpac Institutional Bank, and
Westpac Institutional Bank agrees to pay on Westpac’s
behalf to certain investors, a commitment fee of up to
0.75% of the Application Payment made by those investors.
This is subject to the satisfaction of certain conditions,
including a minimum bid under the Bookbuild and a
minimum holding period in respect of the Notes Allocated
to those investors.
The Joint Lead Managers may pay fees on behalf of
Westpac to Australian financial services licensees and their
authorised representatives (“External Third Parties”) in
respect of Notes Allocated to them for allocation to their
clients. Under the OMA, the amount of the fee payable to
an External Third Party must not exceed 0.75% (or 1.25%
if the External Third Party is an affiliate of the Joint Lead
Manager or an External Third Party approved by Westpac)
of the amount of valid Applications received from that
External Third Party multiplied by the Initial Face Value.
External Third Parties may in turn rebate fees (which may
not exceed 0.75% of the amount of valid Applications
received from that External Third Party multiplied by
the Initial Face Value) to other External Third Parties for
procuring Applications for any Notes by their clients,
among other things.
7.6.3 Termination
Any/each Joint Lead Manager may terminate its obligations
under the OMA on the occurrence of a number of
customary termination events, including (among others):
• a downgrade of certain credit ratings assigned
to Westpac;
• ASIC issues a stop order in relation to the Offer;
• a supplementary prospectus is required under
section 719 of the Corporations Act;
• ASX refuses to quote the Notes on ASX;
• any person (other than a Joint Lead Manager or
Co-Manager) withdraws their consent to be named in
this Prospectus;
• certain breaches of the OMA;
• Westpac withdraws this Prospectus or the Offer;
• trading of certain ASX listed Capital Securities is
suspended for a certain period of time, or certain ASX
listed Capital Securities cease to be quoted on ASX;
• unauthorised alterations to the Notes Deed Poll or
Westpac’s Constitution; and
• an adverse change in the financial position or prospects
of the Westpac Group.
Certain termination events will only give rise to a right
to terminate if the Joint Lead Manager has reasonable
and bona fide grounds to believe and does believe that
the event has or is likely to have a material adverse
effect on the Offer. If termination occurs, the Joint Lead
Manager who terminates (or each Joint Lead Manager that
terminates) will no longer be a lead manager or bookrunner
and will not be obliged to provide settlement support for
the Bookbuild.
Under the OMA, if one Joint Lead Manager terminates,
each other Joint Lead Manager must give notice in writing
to Westpac and each of the terminating Joint Lead
Managers stating whether it will also terminate or whether
it will assume the obligations of the terminating Joint
Lead Manager(s).

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Westpac Capital Notes 5
7.7 Consents
Each Westpac Director has given, and not withdrawn, their
consent to the lodgement of this Prospectus with ASIC.
Each of the parties (referred to as “Consenting Parties”),
who are named below:
• has not made any statement in this Prospectus or any
statement on which a statement made in this Prospectus
is based other than as specified in point 4 below;
• to the maximum extent permitted by law, expressly
disclaims and takes no responsibility for any statements
or omissions from this Prospectus, other than the
reference to its name and/or statement or report
included in this Prospectus with the consent of that
Consenting Party;
• has given and has not, before the lodgement of this
Prospectus with ASIC, withdrawn its written consent to
be named in this Prospectus in the form and context in
which it is named; and
• in the case of Allens, has given and has not, before the
lodgement of this Prospectus with ASIC withdrawn its
written consent to the inclusion of Section 6 in the form
and context in which it appears in this Prospectus.
RoleConsenting Parties
ArrangerWestpac Institutional Bank
Joint Lead
Managers
Westpac Institutional Bank
ANZ Securities Limited
Commonwealth Bank of Australia
J.P. Morgan Australia Limited
Morgans Financial Limited
National Australia Bank Limited
UBS AG, Australia branch
Co-ManagersBell Potter Securities Limited
Crestone Wealth Management
Limited
Evans and Partners Pty Limited
JBWere Limited
Macquarie Equities Limited
Ord Minnett Limited
Shaw and Partners Limited
Australian legal
and tax adviser
to the Offer,
including the
Reinvestment
Offer
Allens
AuditorPricewaterhouseCoopers
Accounting
adviser
PricewaterhouseCoopers Securities
Limited
RegistrarLink Market Services Limited
RoleConsenting Parties
Online ManagerWestpac Online Investing acting
through Westpac Securities Limited
7.8 Interests of advisers
Westpac Institutional Bank has acted as arranger and a
Joint Lead Manager, in respect of which it will receive the
fees set out in Section 7.6.2. The remaining Joint Lead
Managers and Co-Managers will receive fees, as also set
out in Section 7.6.2.
The Joint Lead Managers are full service securities firms
and they, along with their respective affiliates, are engaged
in various activities, including securities trading, investment
management, financing and brokerage activities and
financial planning and benefits counselling for both
companies and individuals. In the ordinary course of these
activities, the Joint Lead Managers and their respective
affiliates may trade or provide advice in relation to the
securities of Westpac and its related bodies corporate, and
may receive customary fees or commissions for so doing.
Allens has acted as Australian legal and tax adviser to
Westpac in relation to the Offer, including the Reinvestment
Offer, and has performed work in relation to preparing the
due diligence and verification program and performed due
diligence required on legal and taxation matters. In respect
of this work, Westpac estimates that it will pay to Allens
approximately $450,000 (excluding disbursements and
GST). Further amounts in relation to the Offer, including the
Reinvestment Offer, may be paid to Allens under its normal
time-based charges.
PricewaterhouseCoopers Securities Limited has acted as
accounting adviser to Westpac. Westpac estimates that
it will pay to PricewaterhouseCoopers Securities Limited
approximately $116,000 (excluding disbursements and
GST). Further amounts in relation to the Offer may be paid
to PricewaterhouseCoopers Securities Limited under its
normal time-based charges.
Other than as set out in this Prospectus:
• no person named in this Prospectus as performing a
function in a professional, advisory or other capacity in
connection with the preparation or distribution of this
Prospectus; and
• no promoter or underwriter of the offer of the Notes or
financial services licensee named in this Prospectus as
a financial services licensee involved in the Offer,
holds at the date of this Prospectus, or has held in the two
years before that date, an interest in:
• the formation or promotion of Westpac;
• the Offer; or
• any property acquired or proposed to be acquired by
Westpac in connection with its formation or promotion
or with the Offer.
Other than as set out in this Prospectus, no such person
has been paid or agreed to be paid any amount, nor has
any benefit been given or agreed to be given to any such
persons for services provided by them, in connection with
the formation or promotion of Westpac or with the Offer.

7
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Section 7 Other information
7.9 Interests of Westpac Directors
The Westpac Directors and their associates may acquire
Notes offered under this Prospectus subject to the ASX
Listing Rules, including any waivers described in Section
7.11. Details of the Westpac Directors’ holdings of Ordinary
Shares and other securities of Westpac are disclosed to,
and available from, the ASX at www.asx.com.au. Details of
the remuneration paid by Westpac to Westpac Directors
for financial year 2017 are set out in the Remuneration
Report in Westpac’s 2017 Annual Report. Westpac’s 2017
Annual Report can be obtained free of charge as described
in Section 7.2.2.
Peter Hawkins is a director of Crestone Holdings Limited,
the ultimate parent company of Crestone Wealth
Management Limited, a Co-Manager to the Offer.
Other than as set out above, no Westpac Director or
proposed Westpac Director holds, at the date of this
Prospectus, or has held in the two years before that date,
an interest in:
• the formation or promotion of Westpac;
• the Offer; or
• any property acquired or proposed to be acquired by
Westpac in connection with its formation or promotion
or with the Offer.
Other than as set out above and in the Remuneration
Report in the 2017 Annual Report, no Westpac Director
or proposed Westpac Director has been paid or agreed
to be paid any amount (whether in cash or in shares or
otherwise), nor has any benefit been given or agreed to
be given to any Westpac Director or proposed Westpac
Director to induce them to become or qualify them as
a Westpac Director, or for services provided by them in
connection with the formation or promotion of Westpac or
with the Offer.
7.10 Westpac legal proceedings
Contingent liabilities exist in respect of actual and potential
claims and proceedings. An assessment of Westpac’s
likely loss has been made on a case-by-case basis for the
purposes of Westpac’s 2017 Annual Report and specific
provisions have been made where appropriate. Refer to
note 31 of Westpac’s 2017 Annual Report for further details.
7.11 ASX waivers and approvals
Westpac has received the following ASX waivers or
confirmations in relation to the Westpac Capital Notes 5
Terms and the Offer:
• ASX Listing Rule 10.11 has been waived to the extent
necessary to permit the Westpac Directors and their
associates to participate in the Offer and be issued
Notes without shareholder approval on the following
conditions:
– the number of Notes which may be issued to Westpac
Directors and their associates collectively is no more
than 0.2% of the total number of Notes issued under
the Offer, and the participation of the Westpac
Directors and their associates in the Offer is on the
same terms and conditions as applicable to other
subscribers for Notes;
– Westpac releases the terms of the waiver to the market
when the Offer is announced; and
– when the Notes are issued, Westpac announces to
the market the total number of Notes issued to the
Westpac Directors and their associates in aggregate;
• the Westpac Capital Notes 5 Terms are appropriate and
equitable for the purposes of ASX Listing Rule 6.1;
• ASX Listing Rule 6.12 does not apply to the terms of
issue of the Notes which provide for their Conversion,
Redemption or Transfer;
• for the purposes of ASX Listing Rule 7.1, it is acceptable
that the maximum number of Ordinary Shares into which
the Notes can be Converted in accordance with ASX
Listing Rule 7.1B.1 will be calculated based on the market
price of Ordinary Shares at the close of trade on the
trading day prior to the date of issue of this Prospectus;
and
• a confirmation that the timetable for the Offer (including
the Reinvestment Offer) is acceptable.
ASX has also agreed to allow Notes to trade on a deferred
settlement basis for a short time following the issue of the
Notes (subject to certain conditions).
Westpac has also received the following ASX confirmations
in relation to Westpac CPS and the Reinvestment Offer:
• that the amendments to the terms of the Westpac CPS
Terms as described in Section 3.1 are appropriate and
equitable for the purposes of ASX Listing Rule 6.1;
• that the Pro-Rata Westpac CPS Dividend and the Final
Westpac CPS Dividend are permitted under ASX Listing
Rule 6.10; and
• that the timetable for the Reinvestment Offer
is acceptable.
7.12 Foreign selling restrictions
7.12.1 Other foreign jurisdictions
The distribution of this Prospectus (including an electronic
copy) in jurisdictions outside Australia may be restricted
by law. If you come into possession of this Prospectus in
jurisdictions outside Australia, then you should seek advice
on, and observe, any such restrictions. If you fail to comply
with such restrictions, that failure may constitute a violation
of applicable securities laws. This Prospectus does not
constitute an offer in any jurisdiction in which, or to any
person to whom, it would not be lawful to make such an
offer. No action has been taken to register or qualify Notes
or the Offer or to otherwise permit a public offering of
Notes in any jurisdiction outside Australia.
7.12.2 United States
The Notes have not been and will not be registered under
the US Securities Act or the securities laws of any state
or other jurisdiction of the United States and may not be
offered, sold, delivered or transferred in the United States
or to, or for the account or benefit of, any US Person.
Neither this Prospectus nor any Application Form or other
materials relating to the Offer may be distributed in the
United States.

82
Westpac Capital Notes 5
Each of the Joint Lead Managers has agreed that it will not
offer, sell, deliver or transfer the Notes within the United
States or to, or for the account or benefit of, US Persons
(i) as part of their distribution at any time or (ii) otherwise
until 40 days after the later of the commencement of
the Offer and Issue Date (the “Distribution Compliance
Period”), and it will have sent to each dealer, distributor
or other relevant parties to which Notes are Allocated
during the Distribution Compliance Period a confirmation
or other notice setting forth the restrictions on offers, sales,
deliveries and transfers of the Notes within the United
States or to, or for the account or benefit of, US Persons.
In addition, until 40 days after the commencement of the
Offer, an offer or sale of Notes within the United States by
any dealer that is not participating in the Offer may violate
the registration requirements of the US Securities Act.
Each of the Joint Lead Managers has agreed that (i)
neither it, its affiliates nor any persons acting on its or
their behalf have engaged or will engage in any directed
selling efforts within the meaning of Rule 902 under the
US Securities Act with respect to the Notes, and it and
they have complied with and will comply with the offering
restrictions requirement of Regulation S under the US
Securities Act and (ii) it has not entered and will not enter
into any contractual arrangement with any person with
respect to the distribution of the Notes, unless such person
has agreed in writing that all offers and sales of the Notes
prior to the expiration of the Distribution Compliance
Period shall be made only in accordance with the OMA and
Regulation S under the US Securities Act.
7.12.3 New Zealand
This Prospectus has not been and will not be registered
in New Zealand, and no advertisement or offering material
relating to the Notes may be distributed in New Zealand.
Notes may not be offered or sold directly or indirectly
in New Zealand, other than to a “wholesale investor” as
that term is defined in clause 3(2) of Schedule 1 to the
Financial Markets Conduct Act 2013 of New Zealand
("FCMA"), being:
• a person who is:
– an “investment business”;
– “large”; or
– a “government agency”,
in each case as defined in Schedule 1 to the FMCA; or
• a person who meets the “investment activity criteria”
specified in clause 38 of Schedule 1 to the FMCA.
7.13 Acknowledgment and
privacy statement
By completing and submitting an Application Form or
making an online Application you acknowledge that you
have read this Prospectus.
Westpac is required to collect certain information about
Holders under company and tax law. Applicants will be
asked to provide personal information to Westpac (directly
or via its agents, including the Registrar). You acknowledge
that the personal information submitted as part of and the
Application Form or other forms and otherwise provided to
Westpac (directly or via its agents, including the Registrar)
will be collected, used and disclosed by Westpac (and its
agents, including the Registrar) in order to process your
Application, service your needs as a Holder (and following
Conversion, if applicable, your holding of Ordinary Shares),
provide facilities and services that you request, carry
out appropriate administration, send you information
about the products and services of members of the
Westpac Group, including future offers of securities and as
otherwise required or authorised by law (including, without
limitation, any law relating to taxation, money laundering or
counter-terrorism).
Such disclosure may include disclosure to third parties
including other members of the Westpac Group and to
Westpac’s agents, service providers, auditors and advisers.
Such disclosure may also include disclosure to domestic
and overseas regulators or other government agencies
(including ASIC and the ATO), stock exchanges, and the
public by way of public registers maintained by regulators
or other bodies. Some of these recipients may be located
outside Australia where your personal information may
not receive the same level of protection as afforded under
Australian law. You acknowledge that if you do not provide
the personal information required by the Application
Form or other forms, it might not be possible to process
your Application, administer your securityholding and/or
send you information about the products and services of
members of the Westpac Group, including future offers
of securities.
If you do not wish to receive information about the
products and services of members of the Westpac Group,
including future offers of securities, please contact the
Westpac Capital Notes 5 Information Line (Monday to
Friday, 8.30am to 5.30pm, Sydney time) on 1300 784 494
and request that Westpac does not send you marketing
material.
Westpac’s privacy policy is available on Westpac’s website
at www.westpac.com.au/privacy and contains information
about how you may access and seek correction of the
personal information that Westpac holds about you, how
you may complain about a breach of the Privacy Act 1988
(Cth) by Westpac and how Westpac will deal with such
a complaint.
7.14 Governing law
This Prospectus and the contracts that arise from the
acceptance of Applications are governed by the laws
applicable in New South Wales, Australia and each
Applicant submits to the exclusive jurisdiction of the
courts of New South Wales, Australia.

8
83
This Section sets out:
8.1 The Offer
8.2 Applying for Westpac Capital Notes 5
8.3 Allocation and Allotment
8.4 ASX quotation, trading and Holding Statements
8.5 Holding information
8.6 Enquiries
WARNING – Westpac Capital Notes 5 are not deposit liabilities of Westpac, are riskier than bank deposits and may not be suitable for some investors.
Their overall complexity may make them difficult to understand and the risks associated with the Notes could result in the loss of all of your investment.
If you do not fully understand how they work or the risks associated with them, you should obtain professional advice.
Section 8
Applying for Westpac
Capital Notes 5

84
Westpac Capital Notes 5
8.1 The Offer
The Offer is for the issue of Notes at the Issue Price of $100
each to raise approximately $1.45 billion, with the ability to
raise more or less.
The Offer consists of:
• a Reinvestment Offer – to Eligible Westpac CPS Holders;
• a Securityholder Offer – to Eligible Securityholders;
• a Broker Firm Offer – to Australian resident clients of the
Syndicate Brokers; and
• an Institutional Offer – to Institutional Investors invited
by Westpac Institutional Bank to bid for any Notes in
the Bookbuild.
Westpac will give priority to Applications received under
the Reinvestment Offer (including Applications made
through Syndicate Brokers) when Allocating the Notes.
This priority does not apply to Applications for additional
Notes by Eligible Westpac CPS Holders.
There is no general public offer of the Notes. However,
Westpac reserves the right to accept Applications from
other persons at its discretion.
Westpac and the Joint Lead Managers may, in their
absolute discretion, close the Offer early or extend the
Offer Period without notice. Westpac may also withdraw
the Offer at any time before Notes are issued. Accordingly,
if you wish to apply for any Notes, you are encouraged to
do so as soon as possible after the Opening Date.
No action has been taken to register or qualify Notes
or otherwise permit a public offer of the Notes in any
jurisdiction outside Australia. See Section 7.12 which details
selling restrictions applicable to the Offer.
Applications must be for a minimum of 50 Notes ($5,000).
If your Application is for more than 50 Notes, then you
must apply in multiples of 10 Notes ($1,000) thereafter. For
further details about how this applies to the Reinvestment
Offer, please see Section 8.2.1. Please also see Section 3 for
further details about the Reinvestment Offer.
8.2 Applying for Westpac Capital Notes 5
8.2.1 Reinvestment Offer
How to apply
All Eligible Westpac CPS Holders will either be emailed a link to the electronic version of the Prospectus and online
Reinvestment Application Form or will be mailed a printed Prospectus with a personalised Reinvestment Application
Form (based on their communications election) shortly after the Offer opens. If you do not receive these documents,
please call the Westpac Capital Notes 5 Information Line (Monday to Friday, 8.30am to 5.30pm, Sydney time)
on 1300 784 494.
Who may apply• Eligible Westpac CPS Holders
When to apply• Completed personalised Reinvestment Application Forms or online Applications and Application
Payments (if applying for additional Notes), must be received by the Registrar by the Closing
Date, expected to be 5.00pm (Sydney time) on 6 March 2018.
• Eligible Westpac CPS Holders who are clients of a Syndicate Broker should seek instructions
from their Syndicate Broker or controlling participant as to how to participate in the
Reinvestment Offer.
How to apply
online
• Complete the online Reinvestment Application Form through www.westpac.com.au/
westpaccapnotes5 after the Offer opens. You will need your SRN or HIN. If you elect to reinvest
some or all of your Westpac CPS, those Westpac CPS will be automatically reinvested in Notes.
Application Payments are only required if you apply for additional Notes.
• If you are applying for additional Notes, you must make your Application Payment for additional
Notes by B
PAY® and your BPAY payment must be received by the Registrar by the Closing Date,
expected to be 5.00pm (Sydney time) on 6 March 2018. You should check your daily transaction
limit with your bank, credit union or building society to ensure your Application Payment can be
made using B
PAY.
How to
apply using a
personalised
Reinvestment
Application
Form
• Eligible Westpac CPS Holders may apply using the personalised Reinvestment Application Form
included with the printed replacement Prospectus.
• Instructions on how to complete your Reinvestment Application Form are set out on the
personalised Reinvestment Application Form.
® Registered to BPAY Pty Ltd ABN 69 079 137 518

8
85
Section 8 Applying for Westpac Capital Notes 5
How to apply
How to
apply using a
personalised
Reinvestment
Application
Form
(continued)
• Complete and return your Reinvestment Application Form to the Registrar by the Closing Date,
expected to be 5.00pm (Sydney time) on 6 March 2018 (see Section 8.2.4 for further details). You
may use the priority post reply-paid envelope that accompanied your Reinvestment Application
Form and Prospectus. If you elect to reinvest some or all of your Westpac CPS, those Westpac
CPS will be automatically reinvested in Notes.
• If you are applying for additional Notes, you must make your Application Payment by cheque
and return your Reinvestment Application Form and cheque to the Registrar by the Closing Date.
If your Reinvestment Application Form is not accompanied by an Application Payment for the
additional Notes, you will not be taken to have applied for additional Notes.
• You should allow sufficient time for your Reinvestment Application Form and Application
Payment (if applying for additional Notes) to arrive prior to the Closing Date. If you have any
doubts that your Application will arrive in time, please consider applying online.
• If you are applying for additional Notes, Application Payments accompanying your Reinvestment
Application Form can only be made by cheque(s), in Australian dollars, drawn on an Australian
branch of a financial institution and made payable to “Westpac Capital Notes 5 Offer”.
Cheque(s) should be crossed “not negotiable”. Cash payments will not be accepted.
• If you wish to make your Application Payment for additional Notes by B
PAY, you need
to apply online.
Minimum
Application
amount
• There is no minimum number of Westpac CPS that you must hold to be able to participate in the
Reinvestment Offer.
• You may apply to reinvest some or all of your Westpac CPS in Notes, except that, if you wish
to participate in the Reinvestment Offer and:
– you own 50 Westpac CPS or fewer, you must apply to reinvest all of your Westpac CPS; or
– you own more than 50 Westpac CPS, you must apply to reinvest a minimum of 50 Westpac
CPS ($5,000).
• If you apply to reinvest all of your Westpac CPS, you may also apply for additional Notes. Your
application for additional Notes must be for a minimum of 50 additional Notes ($5,000), and
thereafter in multiples of 10 Notes ($1,000) (over and above your Application for reinvestment).
If you apply to participate in the Reinvestment Offer, you are taken to agree to a holding lock being placed on those
Westpac CPS elected for reinvestment, pending completion of the Reinvestment Offer. If on the Closing Date you hold
less Westpac CPS than you elected to reinvest, your reinvestment Application will be for the number of Westpac CPS
registered in your name on the Closing Date.
8.2.2 Securityholder Offer
How to apply
All Eligible Securityholders who register to receive a printed Prospectus and personalised Securityholder
Application Form will be mailed these documents during the Offer Period. To register to receive a printed copy
of these documents, please register online through www.westpac.com.au/westpaccapnotes5 or call the Westpac
Capital Notes 5 Information Line (Monday to Friday, 8.30am to 5.30pm, Sydney time) on 1300 784 494.
Who may apply• Eligible Securityholders
When to apply• Completed Securityholder Application Forms or online Applications and Application Payments
must be received by the Registrar by the Closing Date, expected to be 5.00pm (Sydney time)
on 6 March 2018.
How to apply
online
• Complete the Securityholder Application Form online through www.westpac.com.au/
westpaccapnotes5 after the Offer opens. You will need your SRN or HIN.
• You must make your Application Payment by B
PAY and your BPAY payment must be received
by the Registrar by the Closing Date, expected to be 5.00pm (Sydney time) on 6 March 2018.
You should check your daily transaction limit with your bank, credit union or building society to
ensure your Application Payment can be made using B
PAY.

86
Westpac Capital Notes 5
How to apply
How to
apply using a
personalised
Securityholder
Application
Form
• Eligible Securityholders may apply using a personalised Securityholder Application Form.
• Instructions on how to complete your Securityholder Application Form are set out on the
personalised Securityholder Application Form.
• Complete and return your Securityholder Application Form and Application Payment to
the Registrar by the Closing Date, expected to be 5.00pm (Sydney time) on 6 March 2018
(see Section 8.2.4 for further details). You may use the priority post reply-paid envelope that
accompanied your personalised Securityholder Application Form and Prospectus.
• You should allow sufficient time for your Securityholder Application Form and Application
Payment to arrive prior to the Closing Date. If you have any doubts that your Application will
arrive in time, please consider applying online.
• Application Payments accompanying your Securityholder Application Form can only be made by
cheque(s), in Australian dollars, drawn on an Australian branch of a financial institution and made
payable to “Westpac Capital Notes 5 Offer”. Cheque(s) should be crossed “not negotiable”.
Cash payments will not be accepted.
• If you wish to make your Application Payment by BPAY, you need to apply online.
Minimum
Application
amount
• Applications must be for a minimum of 50 Notes ($5,000).
• If your Application is for more than 50 Notes, you must apply in multiples of 10 Notes ($1,000)
thereafter.
8.2.3 Broker Firm Offer
How to apply
Who may apply• Australian resident clients of the Syndicate Brokers, including clients who are also Eligible
Westpac CPS Holders and applying under the Reinvestment Offer.
When to apply• Completed Broker Firm Application Forms and, where applicable, Application Payments must be
received by your Syndicate Broker in sufficient time for them to process your Application on your
behalf by the Closing Date, expected to be 5.00pm (Sydney time) on 6 March 2018.
• You must contact your Syndicate Broker directly for instructions on how to participate in the
Broker Firm Offer.
How to apply• Contact your Syndicate Broker for instructions on how to apply generally.
Minimum
Application
amount
• Applications must be for a minimum of 50 Notes ($5,000).
• If your Application is for more than 50 Notes, you must apply in multiples of 10 Notes ($1,000)
thereafter.
• If you are an Eligible Westpac CPS Holder who is also a client of a Syndicate Broker, the minimum
Application amount requirements applicable to the Reinvestment Offer apply (see Section 8.2.1).
8.2.4 Where to send your completed
Application Form and Application Payment
(if you don’t apply online or through your
Syndicate Broker)
Unless you are a Broker Firm Applicant or you are applying
online, your completed Reinvestment Application Form
or Securityholder Application Form together with your
Application Payment (if applicable) should be returned to
either of the addresses below so that they are received by
the Registrar before the Closing Date (which is expected to
be 5.00pm (Sydney time) on 6 March 2018):
Mail
Westpac Capital Notes 5 Offer
Link Market Services Limited
Reply Paid 3560
Sydney NSW 2001
OR
Hand delivery
Westpac Capital Notes 5 Offer
Link Market Services Limited
1A Homebush Bay Drive
Rhodes NSW 2138

8
87
Section 8 Applying for Westpac Capital Notes 5
Reinvestment Application Forms or Securityholder
Application Forms and Application Payments
(if applicable) will not be accepted at any other address
(including Westpac’s registered office or any other
Westpac office or branch).
8.2.5 Brokerage, stamp duty and other ongoing
fees and costs
No brokerage or stamp duty is payable to Westpac on your
Application. You may have to pay brokerage on any later
sale of your Notes on ASX after Notes have been quoted
on ASX.
You will not be required to pay any ongoing fees or other
costs following the issue of the Notes. The costs of carrying
out the Offer and maintaining an ASX listing for the Notes
will be paid by Westpac.
8.2.6 Refunds and interest
All Application Payments received by the Registrar or
through B
PAY before the Notes are issued will be held
by Westpac in a non-interest bearing bank account
established solely for the purpose of depositing
Application Payments received.
If you are not Allocated any Notes or you are Allocated
fewer Notes than the number that you applied for as
a result of a scaleback, all or some of your Application
Payment (as applicable) will be returned to you (without
interest) as soon as possible after the Issue Date.
If you are an Eligible Westpac CPS Holder and you have
applied for additional Notes under the Reinvestment
Offer and your Application for additional Notes is scaled
back, you will have the applicable part of your Application
Payment refunded to you (without interest) as soon as
possible after the Issue Date.
In addition, if the Offer does not proceed for any reason,
Applicants will have their Application Payments refunded
to them (without interest).
If you have elected to apply to reinvest some or all of
your Westpac CPS under the Reinvestment Offer and the
Offer does not proceed, your Westpac CPS will remain on
issue and be dealt with in accordance with the Westpac
CPS Terms. You will be paid the Pro-Rata Westpac CPS
Dividend on 13 March 2018 (to the extent it has not been
paid and provided the dividend payment test in the
Westpac CPS Terms is satisfied). In addition, your Westpac
CPS are expected to be transferred to the Westpac CPS
Nominated Party on 3 April 2018
1
(subject to the Westpac
CPS Terms). On that date, you will be paid the transfer
proceeds of $100 per Westpac CPS you still hold on
3 April 2018, and you will be paid the Final Westpac CPS
Dividend for each Westpac CPS you hold on the Final
Westpac CPS Dividend Record Date (provided the dividend
payment test in the Westpac CPS Terms is satisfied).
Any Application Payment in respect of additional Notes
will be refunded to you. No interest will be payable on
any Application Payment in respect of additional Notes
received from Eligible Westpac CPS Holders.
8.3 Allocation and Allotment
8.3.1 Allocation, scaleback and priority
The Allocation policy for any Notes applied for under the
Reinvestment Offer, including any additional Notes, and
any Application under the Securityholder Offer will be
determined by Westpac in consultation with the Joint
Lead Managers at the close of the Offer. This Allocation
policy and any scaleback will be announced on ASX on or
before the day the Notes commence trading on a deferred
settlement basis, which is expected to be 14 March 2018.
There is no guaranteed Allocation under the Offer, but
Westpac will give priority to Applications received under
the Reinvestment Offer, including Applications from
Eligible Westpac CPS Holders received through Syndicate
Brokers under the Broker Firm Offer. This priority does
not apply to Applications for additional Notes by Eligible
Westpac CPS Holders.
Westpac reserves the right not to accept Applications
from any Applicant and Westpac and the Joint Lead
Managers reserve the right to Allocate any Eligible
Westpac CPS Holder or Eligible Securityholder a lesser
number of Notes than applied for, including less than the
minimum Application of 50 Notes ($5,000). Westpac and
the Joint Lead Managers also reserve the right to scale
back Applications and to treat Applications in excess of
$250,000 as part of the Institutional Offer.
If you are an Eligible Westpac CPS Holder and you apply
for additional Notes, your Application for additional Notes
may be scaled back if there is excess demand for the Offer.
The Allocation policy for Joint Lead Managers,
Co-Managers and Institutional Investors was determined
under the Bookbuild – see Sections 7.6 and 8.3. Westpac
and the Joint Lead Managers have the right to nominate
the persons to whom Notes were or will be Allocated,
including in respect of firm Allocations to Syndicate
Brokers and Institutional Investors under the Bookbuild.
Allocations to Broker Firm Applicants by a Syndicate
Broker are at the discretion of that Syndicate Broker.
Westpac also reserves the right not to issue any Notes.
In this instance no Applicants will receive an Allocation.
8.3.2 Allotment
Westpac intends to issue and Allot approximately
14,500,000 Notes at an Issue Price of $100 each, to raise
approximately $1.45 billion with the ability to raise more
or less.
Westpac will not Allot any Notes until it has been
granted approval for the Notes to be quoted on ASX
and all proceeds from accepted Applications have been
received by Westpac. Subject to approval for quotation
being granted, Westpac intends to Allot the Notes on
13 March 2018. Westpac and the Joint Lead Managers
may, in their absolute discretion, close the Offer early or
extend the Offer Period without notice. Westpac may also
withdraw the Offer at any time before Notes are issued.
1. The first Westpac CPS Optional Conversion/Redemption Date of 31 March 2018 is not a business day for the purposes of the Westpac CPS Terms and accordingly
the transfer of Non-Participating Westpac CPS will occur, and Final Westpac CPS Dividend payment will be made, on the next business day (being 3 April 2018).

88
Westpac Capital Notes 5
8.4 ASX quotation, trading and
Holding Statements
8.4.1 ASX quotation
Westpac has applied for the Notes to be quoted on
ASX. Quotation is not guaranteed. If ASX does not grant
permission for the Notes to be quoted, then the Notes will
not be issued and Application Payments will be refunded
(without interest) to Applicants as soon as possible.
It is expected that the Notes will be quoted under
ASX code WBCPH.
8.4.2 Trading
It is expected that the Notes will begin trading on ASX
on a deferred settlement basis on 14 March 2018. Trading
of the Notes on a deferred settlement basis is expected
to continue until the dispatch of Holding Statements
is completed, which is expected to occur on or by
20 March 2018. It is expected that trading of the Notes will
begin on a normal settlement basis on 21 March 2018.
You are responsible for confirming your Allocation before
trading Notes to avoid the risk of selling Notes you do not
own. If you sell your Notes before you receive confirmation
of your Allocation, you do so at your own risk. To assist
you in determining your Allocation prior to receipt of your
Holding Statement, Westpac will announce the basis of
Allocation by placing advertisements in two major national
newspapers in Australia on or before 14 March 2018.
If you are a Broker Firm Applicant (including an Eligible
Westpac CPS Holder reinvesting in Notes through a
Syndicate Broker) you should contact your Syndicate
Broker to find out your Allocation prior to receiving
your Holding Statement. If you have applied under the
Reinvestment Offer or the Securityholder Offer, you
should call the Westpac Capital Notes 5 Information Line
(Monday to Friday, 8.30am to 5.30pm, Sydney time)
on 1300 784 494.
8.4.3 Holding Statements
Westpac expects Holding Statements will be dispatched
to successful Applicants on or by 20 March 2018. Westpac
has applied for the Notes to participate in CHESS. Westpac
does not intend to quote the Notes on any securities
exchange apart from ASX. No certificates will be issued for
the Notes.
8.5 Holding information
Applicants issued with Notes under the Offer will be sent a
new investor pack shortly after the Issue Date. In addition
to a Holding Statement, this pack will contain important
information relating to your holding of Westpac Capital
Notes 5.
8.5.1 Provision of bank account details for
Distributions and other payments
Westpac will direct credit payment of Distributions,
repayment of Face Value and other amounts relating to
the Notes into an Australian dollar account of a financial
institution nominated by you. Westpac will not pay
Distributions on the Notes or other payments by cheque.
As part of the new investor pack for the Notes, you will
have the opportunity to provide or update your bank
account details. Please provide these account details to the
Registrar as soon as possible.
If your Notes are issued under an existing holding number
with Westpac, your current elections, including bank
account details, will apply to the Notes unless you advise
the Registrar otherwise.
If the payment of any money to your account does not
complete for any reason, Westpac will send a notice to the
postal address or email address most recently notified by
you advising of the uncompleted payment. In that case,
the amount of the uncompleted payment will be held as a
deposit in a non-interest bearing account until one of the
following occurs:
• you nominate a suitable Australian dollar account
maintained in Australia with a financial institution to
which the payment may be credited; or
• Westpac is entitled or obliged to deal with the amount in
accordance with the law relating to unclaimed moneys.
No interest is payable in respect of any delay in payment.
8.5.2 Provision of Tax File Number or Australian
Business Number
The Registrar will invite Holders to quote or update their
TFN, ABN or both. A Holder may, but is not required
to, quote their TFN or ABN. If a Holder does not quote
a TFN (or in certain circumstances an ABN) or proof
of exemption, Westpac may be required to withhold
Australian taxation at the maximum marginal tax rate
including the Medicare Levy (currently 47% of the
unfranked amount) from any Distribution payable on Notes
which is not fully franked and remit the amount withheld
to the ATO. You should also read the information about
Australian tax consequences for Holders in Section 6.
If your Notes are issued under an existing holding number
with Westpac, your current elections, including TFN or
ABN details, will apply to the Notes unless you advise the
Registrar otherwise.
8.6 Enquiries
If you have any questions on how to apply for Notes, you
should contact the Westpac Capital Notes 5 Information
Line (Monday to Friday, 8.30am to 5.30pm, Sydney time)
on 1300 784 494.
If you are unclear in relation to any matter or are
uncertain if the Notes are a suitable investment for
you, you should consult your financial adviser or other
professional adviser.
If you are a Broker Firm Applicant and you are in any
doubt about what action you should take, you should
contact your Syndicate Broker.

APPENDIX A
89
WARNING – Westpac Capital Notes 5 are not deposit liabilities of Westpac, are riskier than bank deposits and may not be suitable for some investors.
Their overall complexity may make them difficult to understand and the risks associated with the Notes could result in the loss of all of your investment.
If you do not fully understand how they work or the risks associated with them, you should obtain professional advice.
Appendix A
Glossary

90
Westpac Capital Notes 5
Defined terms in this glossary and in clause 16.2 of the Westpac Capital Notes 5 Terms are used throughout this Prospectus
and the attached, or accompanying, Application Forms.
ABNAustralian Business Number
Acquisition Eventoccurs when:
• a takeover bid is made and certain conditions are satisfied; or
• a court orders one or more meetings to be convened to approve a scheme of arrangement
and certain conditions are satisfied
An Acquisition Event does not occur upon the proposed replacement of Westpac as the
ultimate holding company of the Westpac Group if certain conditions are met
Acquisition Event
Conversion Date
has the meaning set out in clause 5.9(a)(iii) of the Westpac Capital Notes 5 Terms
Additional Tier 1 Capitalhas the meaning prescribed by APRA in the Prudential Standards
ADIan Authorised Deposit-taking Institution under the Banking Act
AFSLAustralian Financial Services Licence
Allocationthe number of Notes allocated under the Offer to:
• Eligible Westpac CPS Holders and Eligible Securityholders at the end of the Offer Period;
and
• Syndicate Brokers and Institutional Investors under the Bookbuild
Allocate, Allocated and Allocating have the corresponding meanings
Allotmentthe issue of Notes to Applicants on the Issue Date under their Allocation
Allotted and Allot have the corresponding meanings
Applicanta person who submits an Application in accordance with this Prospectus
Application• a valid application made under this Prospectus to apply for a specified number of Notes
by using the Securityholder Application Form or Broker Firm Application Form; and/or
• a valid application made under this Prospectus to reinvest the Transfer Proceeds of a
specified number of Westpac CPS in Notes (and application for any additional Notes)
by using the Reinvestment Application Form
Application Form or
Application Forms
the application form (being the Reinvestment Application Form, the Securityholder
Application Form or the Broker Firm Application Form) attached to or accompanying this
Prospectus, or an online version of the Application Form, upon which an Application may
be made
Application Paymentthe monies payable on Application, calculated as the number of Notes applied for multiplied
by the Initial Face Value
Approved Successora holding company that replaces, or is proposed to replace, Westpac as the ultimate holding
company of the Westpac Group and that satisfies the requirements under paragraphs (c)
to (h) of the definition of “Acquisition Event” in clause 16.2 of the Westpac Capital Notes 5 Terms
Approved Successor
Share
a fully paid ordinary share in the capital of the Approved Successor
APRAAustralian Prudential Regulation Authority
ASICAustralian Securities and Investments Commission
ASXASX Limited (ABN 98 008 624 691) or the financial market operated by ASX Limited, as the
context requires
ASX Listing Rules the listing rules of ASX with any modification or waivers which ASX may grant to Westpac
ASX Operating Rulesthe market operating rules of ASX as amended, varied or waived by ASX from time to time

APPENDIX A
91
Appendix A Glossary
ATOAustralian Taxation Office
Bank Bill Ratehas the meaning given in clause 3.1 of the Westpac Capital Notes 5 Terms
Banking ActBanking Act 1959 (Cth)
BCBSBasel Committee on Banking Supervision
Bookbuildthe process conducted by the Joint Lead Managers as agents for Westpac to determine
the Margin and firm Allocations of the Notes to certain Syndicate Brokers and
Institutional Investors
Broker Firm Applicantan Australian resident client of a Syndicate Broker who applies for a broker firm Allocation
from a Syndicate Broker under the Broker Firm Offer
Broker Firm
Application Form
the Application Form attached to or accompanying this Prospectus upon which a Broker
Firm Applicant can make an Application
Broker Firm Offerthe invitation made to Australian resident clients of the Syndicate Brokers to apply for a
broker firm Allocation from the relevant Syndicate Broker under this Prospectus
Business Daya day which is:
(a) a business day as defined in the ASX Listing Rules; and
(b) for all purposes other than any calculation in respect of a Conversion, a date on which
banks are open for general business in Sydney
Buy Backa transaction involving the acquisition by Westpac of its Ordinary Shares pursuant to the
provisions of Part 2J of the Corporations Act
Capital Reductiona reduction in capital by Westpac of its Ordinary Shares in any way permitted by the
provisions of Part 2J of the Corporations Act
Capital SecuritiesOrdinary Shares or any equity, hybrid or subordinated debt capital security (whether
comprised of one or more instruments) issued by Westpac excluding the Notes
Capital Trigger Eventoccurs when:
• Westpac determines; or
• APRA notifies Westpac in writing that it believes,
that either or both the Westpac Level 1 Common Equity Tier 1 Capital Ratio or Westpac
Level 2 Common Equity Tier 1 Capital Ratio (each as defined in the Westpac Capital Notes 5
Terms) is equal to or less than 5.125%
Capital Trigger Event
Conversion Date
has the meaning set out in clause 5.2(d)(iii) of the Westpac Capital Notes 5 Terms
Change of Law• an amendment to, change in or announced prospective change (that has been or will be
introduced) in any laws or regulations under those laws affecting taxation in Australia;
• a judicial decision interpreting, applying or clarifying laws or regulations affecting taxation
in Australia;
• an administrative pronouncement, ruling, confirmation, advice or action (including a failure
or refusal to provide a ruling) affecting taxation in Australia that represents an official
position, including a clarification of an official position of the governmental authority or
regulatory body making the administrative pronouncement or taking any action; or
• a challenge in relation to (or in connection with) the tax treatment of the Notes asserted
or threatened in writing from a governmental authority or regulatory body in Australia,
which amendment or change is announced or which action or clarification or challenge
occurs on or after the Issue Date and which Westpac did not expect as at the Issue Date
CHESSClearing House Electronic Subregister System operated by ASX Settlement Pty Limited
(ABN 49 008 504 532)
Chi-XChi-X Australia Pty Ltd (ABN 47 129 584 667)

92
Westpac Capital Notes 5
Closing Datethe last day on which Applications for the Reinvestment Offer, Securityholder Offer and
Broker Firm Offer will be accepted, expected to be 5.00pm Sydney time on 6 March 2018
1
Co-ManagersBell Potter Securities Limited, Crestone Wealth Management Limited, Evans and Partners
Pty Limited, JBWere Limited, Macquarie Equities Limited, Ord Minnett Limited, Shaw and
Partners Limited and any other co-managers appointed to the Offer by the Joint Lead
Managers and approved by the Joint Lead Managers and Westpac
Co-Manager Amountthe Allocation to any Co-Managers multiplied by the Initial Face Value
Common Equity Tier 1
Capital or CET1
has the meaning prescribed by APRA in the Prudential Standards
Common Equity Tier 1
Capital Ratio or CET1
Ratio
has the meaning prescribed by APRA in the Prudential Standards
Consenting Partyeach of the consenting parties named in Section 7.7
Conversionthe conversion of all, some or in the case of a Capital Trigger Event or Non-Viability Trigger
Event only, a proportion of the Face Value of each of the, Notes into Ordinary Shares under
the Westpac Capital Notes 5 Terms
Convert and Converted have the corresponding meaning
Conversion Datethe applicable:
• Scheduled Conversion Date;
• Capital Trigger Event Conversion Date;
• Non-Viability Trigger Event Conversion Date;
• Acquisition Event Conversion Date; or
• Optional Conversion Date
Conversion Numberhas the meaning given in clause 9.1 of the Westpac Capital Notes 5 Terms
Corporations ActCorporations Act 2001 (Cth)
Distributioninterest on the Face Value of each Note as set out in clause 3.1 of the Westpac Capital
Notes 5 Terms
Distribution Payment
Conditions
the conditions set out in clause 3.3 of the Westpac Capital Notes 5 Terms, being:
• Westpac’s absolute discretion;
• the payment of the Distribution not resulting in a breach of Westpac’s capital
requirements (on a Level 1 basis) or of the Westpac Group’s capital requirements
(on a Level 2 basis) under the Prudential Standards as they are applied to the Westpac
Group at the time of the payment;
• the payment of the Distribution not resulting in Westpac becoming, or being likely to
become, insolvent for the purposes of the Corporations Act; and
• APRA not otherwise objecting to the payment of the Distribution
Distribution Payment
Date
has the meaning given in clause 3.5 of the Westpac Capital Notes 5 Terms
Distribution Periodthe period from (but excluding) the Issue Date until (and including) the first Distribution
Payment Date or thereafter from (but excluding) each Distribution Payment Date until (and
including) the next Distribution Payment Date
Distribution Ratehas the meaning given in clause 3.1 of the Westpac Capital Notes 5 Terms
Dividendany interim, final or special dividends payable in accordance with the Corporations Act and
Westpac’s Constitution in relation to Ordinary Shares
1. Westpac and the Joint Lead Managers may, in their absolute discretion, close the Offer early or extend the Offer Period without notice. Westpac may also
withdraw the Offer at any time before the Notes are issued.

APPENDIX A
93
Appendix A Glossary
D-SIBDomestic Systemically Important Bank
Eligible Securityholdera registered holder of Ordinary Shares, Westpac Subordinated Notes 2013, Westpac Capital
Notes, Westpac Capital Notes 2, Westpac Capital Notes 3 and/or Westpac Capital Notes 4
at 7.00pm Sydney time on 29 January 2018 and shown on the Register to have an address
in Australia
Eligible Westpac CPS
Holder
a registered holder of Westpac CPS at 7.00pm Sydney time on 29 January 2018 and shown
on the Register to have an address in Australia
Equal Ranking Capital
Securities
has the meaning given in clause 16.2 of the Westpac Capital Notes 5 Terms
Face Value as applicable, either:
• the Initial Face Value; or
• the Initial Face Value reduced by the amount of Face Value per Note which has previously
been Converted in accordance with clauses 5.2 or 5.4 of the Westpac Capital Notes
5 Terms or the rights in respect of which have been terminated in accordance with
clause 5.8 of the Westpac Capital Notes 5 Terms
FATC Asections 1471 through 1474 of the United States Internal Revenue Code of 1986, as amended
(or any consolidation amendment, re-enactment or replacement of those provisions and
including any regulations or official interpretations issued, agreements entered into or non-
US laws enacted with respect to those provisions)
Final Westpac CPS
Dividend
means the expected final dividend of $0.1782 per Westpac CPS to be paid to a Westpac
CPS holder in respect of their Westpac CPS for the period from (but excluding) the Issue
Date of 13 March 2018 to (and including) 31 March 2018, provided such Westpac CPS
holder is a registered holder of Westpac CPS at 7.00pm (Sydney time) on 23 March 2018
(and provided the dividend payment test in the Westpac CPS Terms is satisfied)
Final Westpac CPS
Dividend Record Date
7.00pm (Sydney time) on 23 March 2018
Financial Claims
Scheme
the financial claims scheme established under the Banking Act
First Scheduled
Conversion Condition
the VWAP on the 25th Business Day on which trading in Ordinary Shares took place immediately
preceding (but not including) the Scheduled Conversion Date is greater than 56.12% of the Issue
Date VWAP, as set out in clause 4.2(a)(i) of the Westpac Capital Notes 5 Terms
GSTGoods and Services Tax, as contained in the A New Tax System (Goods and Services Tax)
Act 1999 (Cth) and any relevant GST regulations
HINholder identification number
Holdera registered holder of Notes
Holding Statementa statement issued to Holders by the Registrar which sets out details of Notes Allotted to
them under the Offer
Ineligible Holdereither:
• a Holder who is prohibited or restricted by any applicable law or regulation in force in
Australia (including but not limited to Chapter 6 of the Corporations Act, the Foreign
Acquisitions and Takeovers Act 1975 (Cth), the Financial Sector (Shareholdings) Act 1998
(Cth) and Part IV of the Competition and Consumer Act 2010 (Cth)) from being offered,
holding or acquiring Ordinary Shares (provided that if the relevant prohibition or restriction
only applies to the Holder in respect of some of its Notes, it shall only be treated as an
Ineligible Holder in respect of those Notes and not in respect of the balance of its Notes); or
• a Holder whose address in the Register is a place outside Australia or who Westpac
otherwise believes may not be a resident of Australia and Westpac is not satisfied that
the laws of the Holder’s country of residence permit the offer, holding or acquisition of
Ordinary Shares to the Holder (but Westpac will not be bound to enquire into those laws),
either unconditionally or after compliance with conditions which Westpac, in its absolute
discretion, regards as acceptable and not unduly onerous

94
Westpac Capital Notes 5
Initial Face Value or
Issue Price
$100 per Note
Institutional Amountthe Allocation to Institutional Investors multiplied by the Initial Face Value
Institutional Investoran investor to whom offers of securities can be made without the need for a prospectus (or
other formality, other than a formality which Westpac is willing to comply with), including in
Australia persons to whom offers of securities can be made without the need for a lodged
prospectus under Chapter 6D of the Corporations Act
Institutional Offerthe invitation by Westpac Institutional Bank to Institutional Investors to bid for Notes in
the Bookbuild
Issue Datethe date on which the Notes are issued, expected to be 13 March 2018
Issue Date VWAPthe VWAP during the period of 20 Business Days on which trading in Ordinary Shares took
place immediately preceding but not including the Issue Date, as adjusted in accordance
with clauses 9.4 to 9.7 of the Westpac Capital Notes 5 Terms
JLM Broker Firm
Amount
for each Joint Lead Manager, the Initial Face Value multiplied by the Allocation to that Joint
Lead Manager
Joint Lead ManagersWestpac Institutional Bank, ANZ Securities Limited, Commonwealth Bank of Australia, J.P.
Morgan Australia Limited, Morgans Financial Limited, National Australia Bank Limited and
UBS AG, Australia branch
Level 1, Level 2 and
Level 3
has the meaning prescribed by APRA in the Prudential Standards
Liquidation Suman amount of surplus assets equal to $100 per Note (as adjusted for any Conversion under
clauses 5.2 or 5.4 of the Westpac Capital Notes 5 Terms or any termination of rights under
clause 5.8 of the Westpac Capital Notes 5 Terms)
Marginthe margin for the Notes, which is 3.20% per annum
Maximum Conversion
Number
has the meaning given in clause 9.1 of the Westpac Capital Notes 5 Terms, calculated
according to the following formula:
Face Value
(Relevant Percentage x Issue Date VWAP)
Where:
Relevant Percentage means if Conversion is occurring on a Scheduled Conversion Date or the
Optional Conversion Date on 22 September 2025, 0.50; and if Conversion is occurring at any
other time, 0.20
Nominated Partyone or more third parties selected by Westpac in its absolute discretion (which cannot
include a member of the Westpac Group or a related entity (as described in the Prudential
Standards) of Westpac)
Non-Participating
Westpac CPS
Westpac CPS which are not reinvested in Notes under the Reinvestment Offer, whether
because:
• an Eligible Westpac CPS Holder chose not to participate in the Reinvestment Offer; or
• an Eligible Westpac CPS Holder elected to participate in the Reinvestment Offer but in
respect of only some Westpac CPS; or
• a holder of Westpac CPS on the Reinvestment Offer Record Date does not meet the
eligibility criteria to qualify as an Eligible Westpac CPS Holder and therefore cannot elect
to participate in the Reinvestment Offer; or
• an Eligible Westpac CPS Holder who has elected to participate in the Reinvestment Offer
but either (a) did not receive an Allocation or (b) had their Allocation scaled back
Non-Participating
Westpac CPS Holder
a holder of Non-Participating Westpac CPS

APPENDIX A
95
Appendix A Glossary
Non-Viability Trigger
Event
occurs when APRA notifies Westpac in writing that it believes:
• Conversion of all or some of the Notes, or conversion or write down of capital instruments
of the Westpac Group, is necessary because, without it, Westpac would become
non-viable; or
• a public sector injection of capital, or equivalent support, is necessary because, without it,
Westpac would become non-viable
Non-Viability Trigger
Event Conversion Date
has the meaning set out in clause 5.4(c)(iii) of the Westpac Capital Notes 5 Terms
Notes Deed Pollthe Notes Deed Poll in relation to the Notes
Offerthe offer of the Notes under this Prospectus at an Initial Face Value and Issue Price of $100
each to raise approximately $1.45 billion with the ability to raise more or less. The offer is
comprised of the Reinvestment Offer, the Securityholder Offer, the Broker Firm Offer and
the Institutional Offer
Offer Period the period from the Opening Date to the Closing Date
1
OMA or Offer
Management
Agreement
the Offer Management Agreement entered into between Westpac and the Joint Lead
Managers as summarised in Section 7.6
Online ManagerWestpac Online Investing is a securities trading service provided through Westpac Securities
Limited (ABN 39 087 924 221, AFSL No. 233723) by Australian Investment Exchange Limited
(ABN 71 076 515 930, AFSL No. 241400) (the “Participant”), a Participant of the ASX Group
and Chi-X Australia
Opening Date the day the Offer opens, being 13 February 2018
Optional Conversiona Conversion at Westpac’s option in accordance with clause 6 of the Westpac Capital
Notes 5 Terms
Optional Conversion
Date
in respect of each Note:
• 22 September 2025; or
• the date specified by Westpac as the Optional Conversion Date in accordance with
clause 6.3(b)(i)(B) of the Westpac Capital Notes 5 Terms
Optional Conversion
Notice
a notice issued in accordance with clause 6 of the Westpac Capital Notes 5 Terms
Optional Conversion
Restriction
has the meaning given in clause 6.2 of the Westpac Capital Notes 5 Terms
Ordinary Sharea fully paid ordinary share in the capital of Westpac
Original Prospectusthe prospectus dated 5 February 2018 and lodged with ASIC on that date, which this
Prospectus replaces
Other Broker Firm
Amount
the Allocation to any Third Party Brokers and other participating brokers multiplied by the
Initial Face Value
Participating Westpac
CPS
Westpac CPS which are reinvested in Notes under the Reinvestment Offer
Participating Westpac
CPS Holder
an Eligible Westpac CPS Holder who elects to participate in the Reinvestment Offer and
receives an Allocation of Notes
Prospectusthis document (including the electronic form), and any supplementary or replacement
Prospectus in relation to the Offer (including the electronic form)
1. Westpac and the Joint Lead Managers may, in their absolute discretion, close the Offer early or extend the Offer Period without notice. Westpac may also
withdraw the Offer at any time before the Notes are issued.

96
Westpac Capital Notes 5
Pro-Rata Westpac CPS
Dividend
means the expected dividend of $1.6229 per Westpac CPS to be paid to a Westpac
CPS holder in respect of their Westpac CPS for the period from (but excluding)
30 September 2017 to (and including) the Issue Date on 13 March 2018, provided such
Westpac CPS holder is a registered holder of Westpac CPS at 7.00pm (Sydney time)
on 5 March 2018 (and provided the dividend payment test in the Westpac CPS Terms
is satisfied)
Prudential Standardsthe Prudential Standards and guidelines published by APRA and applicable to Westpac or
the Westpac Group from time to time
Record Datein the case of:
• the payment of Distributions, the date which is eight calendar days before the relevant
Distribution Payment Date or, if that date does not fall on a Business Day, the immediately
preceding Business Day (or such other date as may be prescribed under the ASX Listing
Rules or, if not prescribed by the ASX Listing Rules, a date determined by Westpac and
notified to ASX); and
• the payment of the Face Value of the Note upon a Redemption or Transfer, a date
determined by Westpac and notified to ASX (or such other date as may be prescribed
by ASX)
Redemptionthe redemption of all or some of the Notes for their Face Value under the Westpac Capital
Notes 5 Terms
Redeem and Redeemed have corresponding meanings
Redemption Datein respect of each Note:
• 22 September 2025; or
• the date specified by Westpac as the Redemption Date in accordance with
clause 7.2(b)(i)(B) of the Westpac Capital Notes 5 Terms
Registerthe official register of Ordinary Shares, Westpac Capital Notes 5 (if issued), Westpac
NZD Subordinated Notes, Westpac Capital Notes 4, Westpac Capital Notes 3, Westpac
Capital Notes 2, Westpac Subordinated Notes 2013, Westpac Capital Notes or Westpac
CPS maintained by Westpac, and includes any sub-register established and maintained
under CHESS
RegistrarLink Market Services Limited (ABN 54 083 214 537) or any other registrar that Westpac
appoints to maintain a register of its securities
Regulatory Eventbroadly, will occur if Westpac receives legal advice that, as a result of a change of law or
regulation after the Issue Date:
• additional requirements would be imposed on the Westpac Group in relation to Notes
which Westpac determines to be unacceptable; or
• Westpac determines that it will not be entitled to treat some or all of the Notes as
Additional Tier 1 Capital of the Westpac Group.
A Regulatory Event will not arise where, at the Issue Date, Westpac expected the event
would occur
Reinvestment
Application Form
the Application Form accompanying this Prospectus (or an online version of such a form)
upon which an Application to participate in the Reinvestment Offer (and if applicable, to
apply for any additional Notes) may be made
Reinvestment Offerthe priority offer to Eligible Westpac CPS Holders to apply to reinvest some or all of their
Westpac CPS in Notes which will be via the transfer of Participating Westpac CPS to the
Westpac CPS Nominated Party on 13 March 2018 for $100 per Participating Westpac CPS
and the automatic reinvestment of Transfer Proceeds in Notes ($100 per Note) as described
in Section 3 of this Prospectus, and the invitation to Eligible Westpac CPS Holders to apply
for additional Notes
Reinvestment Offer
Record Date
29 January 2018 (7.00pm Sydney time)

APPENDIX A
97
Appendix A Glossary
Relevant Securitiesa security forming part of the Tier 1 Capital of Westpac on a Level 1 basis or Level 2 basis
RWArisk weighted assets
Sale Agentthe nominee (who cannot be a member of the Westpac Group or a related entity
(as described in the Prudential Standards) of Westpac) appointed by Westpac under the
facility established for the sale of Ordinary Shares issued by Westpac on Conversion on
behalf of Holders who do not wish to receive Ordinary Shares on Conversion or who are
Ineligible Holders
Scheduled Conversion Conversion on the Scheduled Conversion Date
Scheduled Conversion
Conditions
the First Scheduled Conversion Condition and the Second Scheduled Conversion Condition
Scheduled Conversion
Date
the date that is the earlier of:
• 22 September 2027; and
• the first Distribution Payment Date after 22 September 2027,
on which the Scheduled Conversion Conditions are satisfied
Second Scheduled
Conversion Condition
the VWAP during the period of 20 Business Days on which trading in Ordinary Shares
took place immediately preceding (but not including) the Scheduled Conversion Date is
greater than 50.51% of the Issue Date VWAP, as set out in clause 4.2(a)(ii) of the Westpac
Capital Notes 5 Terms except that the Second Scheduled Conversion Condition applies
to a Conversion following an Acquisition Event as though the proposed Acquisition Event
Conversion Date were a Scheduled Conversion Date for the purposes of clause 4 of the
Westpac Capital Notes 5 Terms and the reference to 50.51% is a reference to 20.20% of the
Issue Date VWAP
Securityholder
Application Form
the Application Form accompanying this Prospectus (or an online version of such a form)
upon which an Eligible Securityholder can make an Application
Securityholder Offerthe invitation to Eligible Securityholders to apply for Notes under this Prospectus
Senior Creditorsall creditors of Westpac (present and future), including depositors of Westpac and all
holders of Westpac’s senior or subordinated debt:
• whose claims are admitted in a Winding Up; and
• whose claims are not made as holders of indebtedness arising under:
– an Equal Ranking Capital Security; or
– an Ordinary Share
Solvent Reconstructiona scheme of amalgamation or reconstruction, not involving a bankruptcy or insolvency,
where the obligations of Westpac in relation to the outstanding Notes are assumed by the
successor entity to which all, or substantially all of the property, assets and undertakings
of Westpac are transferred or where an arrangement with similar effect not involving a
bankruptcy or insolvency is implemented
Special Resolution• a resolution passed at a meeting of Holders by a majority of at least 75% of the votes
validly cast by Holders in person or by proxy and entitled to vote on the resolution; or
• the written approval of Holders holding at least 75% of the Notes
SRNsecurityholder reference number
Sydney timetime in Sydney, New South Wales, Australia
Syndicate Brokerany of the Joint Lead Managers (or their affiliated retail brokers), Co-Managers or Third
Party Brokers and any other participating broker in the Offer
Tax Actthe Income Tax Assessment Act 1936 (Cth) or the Income Tax Assessment Act 1997 (Cth)
(both as amended from time to time, as the case may be, and a reference to a section of the
Income Tax Assessment Act 1936 (Cth) includes a reference to that section as rewritten in
the Income Tax Assessment Act 1997 (Cth)) and any other law setting the rate of income tax
payable or regulation made under such laws

98
Westpac Capital Notes 5
Tax Eventoccurs when Westpac determines, after receiving a supporting opinion of reputable legal
counsel or other tax adviser in Australia, experienced in such matters, that (as a result of
a Change of Law) there is a more than insubstantial risk that:
• Westpac would be exposed to a more than de minimis adverse tax consequence or
increased cost in relation to the Notes; or
• any Distribution would not be a frankable distribution within the meaning of Division 202
of the Tax Act.
A Tax Event will not arise where, at the Issue Date, Westpac expected the event would occur
Tax Ratethe Australian corporate tax rate applicable to the franking account of Westpac at the
relevant Distribution Payment Date. At the date of this Prospectus, the relevant Tax Rate is
30% or, expressed as a decimal, 0.30 (but that rate may change)
TFNTax File Number
Third Party Brokerany third party brokers appointed to the Offer by Westpac Institutional Bank to participate
in the Bookbuild
Tier 1 Capital, Tier 1
Capital Ratio, Tier 2
Capital, Tier 2 Capital
Ratio, Total Capital and
Total Capital Ratio
have the meaning prescribed by APRA in the Prudential Standards
Tier 1 Capital
Distributions
dividends, Additional Tier 1 Capital distributions (which will include distribution payments
on the Notes) and discretionary staff bonuses
Transferthe transfer of Notes by Holders to a Nominated Party in accordance with clause 8 of the
Westpac Capital Notes 5 Terms
Transferred has a corresponding meaning
Transfer Datein respect of each Note:
• 22 September 2025; or
• the date specified by Westpac as the Transfer Date in accordance with clause 8.2(b)(i)(B)
of the Westpac Capital Notes 5 Terms
Transfer Noticea notice issued in accordance with clause 8 of the Westpac Capital Notes 5 Terms under
which Westpac elects that a Transfer occur in relation to some or all of the Notes
Transfer Proceedsthe proceeds from the transfer of Participating Westpac CPS to the Westpac CPS
Nominated Party under the Reinvestment Offer (being $100 per Participating Westpac CPS)
US Personhas the meaning given in Regulation S of the US Securities Act
US Securities ActUnited States Securities Act of 1933, as amended
VWA Psubject to any adjustments under clauses 9.2 and 9.3 of the Westpac Capital Notes 5 Terms,
the average of the daily volume weighted average sales prices (such average and each such
daily average sales price being expressed in Australian dollars and cents and rounded to the
nearest full cent, with A$0.005 being rounded upwards) of Ordinary Shares sold on ASX and
Chi-X during the relevant period or on the relevant days but does not include any “crossing”
transacted outside the “Open Session State” or any “special crossing” transacted at any
time, each as defined in the ASX Operating Rules or any overseas trades or trades pursuant
to the exercise of options over Ordinary Shares
VWAP Periodthe period over which the VWAP is calculated, as set out in clause 16.2 of the Westpac
Capital Notes 5 Terms
Westpac Westpac Banking Corporation (ABN 33 007 457 141, AFSL No. 233714)
Westpac’s Constitutionthe constitution of Westpac

APPENDIX A
99
Appendix A Glossary
Westpac Capital Notes the 13,835,690 Westpac Capital Notes issued by Westpac under a prospectus dated
7 February 2013
Westpac Capital
Notes 2
the 13,105,705 Westpac Capital Notes 2 issued by Westpac under a prospectus
dated 15 May 2014
Westpac Capital
Notes 3
the 13,244,280 Westpac Capital Notes 3 issued by Westpac, acting through its London
branch, under a prospectus dated 6 August 2015
Westpac Capital
Notes 4
the 17,020,534 Westpac Capital Notes 4 issued by Westpac under a prospectus
dated 26 May 2016
Westpac Capital
Notes 5 or Notes
are fully paid, non-cumulative, convertible, transferable, redeemable, subordinated,
perpetual, unsecured notes of Westpac, to be issued under the Offer in accordance with the
Westpac Capital Notes 5 Terms
Westpac Capital
Notes 5 Terms
the Westpac Capital Notes 5 terms of issue set out in Appendix B
Westpac CPSthe 11,893,605 Convertible Preference Shares issued by Westpac under a prospectus dated
24 February 2012
Westpac CPS
Nominated Party
the nominated party identified in a transfer notice given under clause 5.1 of the Westpac
CPS Terms lodged by Westpac with the ASX on 5 February 2018 in respect of Participating
Westpac CPS and Non-Participating Westpac CPS
Westpac CPS
Optional Conversion/
Redemption Date
any Dividend Payment Date (as defined in the Westpac CPS Terms) falling on or after
31 March 2018
Westpac CPS Termsthe full terms of issue of Westpac CPS set out in Appendix B of the Westpac CPS
prospectus dated 24 February 2012, as amended on 5 February 2018
Westpac Directorssome or all of the directors of Westpac acting as a board
Westpac GroupWestpac and its controlled entities taken as a whole
Westpac Institutional
Bank
Westpac Institutional Bank, a division of Westpac
Westpac NZD
Subordinated Notes
the 400,000,000 Westpac NZD Subordinated Notes issued by Westpac, acting through its
New Zealand branch, under a New Zealand product disclosure statement dated 26 July 2016
Westpac Subordinated
Notes 2013
the 9,252,850 Westpac Subordinated Notes 2 issued under a prospectus dated 18 July 2013
and designated as Westpac Subordinated Notes II
Westpac USD AT1
Securities
the fixed rate, resetting, perpetual, subordinated, contingent, convertible securities issued by
Westpac, acting through its New Zealand branch, under the indenture dated 7 September
2017, as supplemented by the first supplemental indenture dated 21 September 2017
Winding Up• a court order is made in Australia for the winding up of Westpac; or
• an effective resolution is passed by shareholders or members for the winding up of
Westpac in Australia,
other than in connection with a Solvent Reconstruction

100
WARNING – Westpac Capital Notes 5 are not deposit liabilities of Westpac, are riskier than bank deposits and may not be suitable for some investors.
Their overall complexity may make them difficult to understand and the risks associated with the Notes could result in the loss of all of your investment.
If you do not fully understand how they work or the risks associated with them, you should obtain professional advice.
Appendix B
Westpac Capital Notes 5
Terms

APPENDIX B
101
Appendix B Westpac Capital Notes 5 Terms
1 Form and Initial Face Value of
Westpac Capital Notes 5
1.1 Form
Westpac Capital Notes 5:
(a) are non-cumulative, convertible, transferable,
redeemable, subordinated, perpetual, unsecured
notes of Westpac;
(b) are designated as being of a particular series as set
out in the Prospectus;
(c) are constituted under and issued on the terms set out
in the Deed Poll and these Terms; and
(d) take the form of entries in the Westpac Capital
Notes 5 Register.
1.2 Initial Face Value
Each Westpac Capital Note 5 is issued fully paid at an issue
price of $100.
2 Ranking on Winding Up
(a) Holders do not have any right to prove in a Winding
Up in respect of Westpac Capital Notes 5, except as
permitted under clause 2(b).
(b) Westpac Capital Notes 5 will rank for payment of the
Liquidation Sum in a Winding Up:
(i) senior to Ordinary Shares;
(ii) equally among themselves and with all other
Equal Ranking Capital Securities; and
(iii) junior to, and are conditional on the prior
payment in full of, the claims of all Senior
Creditors (including in respect of any
entitlement to interest under section 563B of the
Corporations Act).
(c) Holders may not exercise voting rights as a creditor in
respect of Westpac Capital Notes 5 in a Winding Up
to defeat the subordination in this clause.
(d) Westpac Capital Notes 5 are perpetual and these
Terms do not include events of default or any other
provisions entitling the Holders to require that
Westpac Capital Notes 5 be Redeemed. Holders do
not have any right to apply for a Winding Up on the
ground of Westpac’s failure to pay Distributions or for
any other reason.
(e) For the avoidance of doubt, but subject to clause
5.8, if a Capital Trigger Event or Non-Viability Trigger
Event has occurred, Holders will rank for payment in
a Winding Up as holders of the number of Ordinary
Shares to which they became entitled under clauses
5.2 or 5.4.
3 Distributions
3.1 Distributions
Subject to these Terms, each Westpac Capital Note 5
entitles the Holder to receive on the relevant Distribution
Payment Date interest on the Face Value of the Westpac
Capital Note 5 ("Distribution"), calculated using the
following formula:
Distribution =
Distribution Rate x Face Value x N
365
where:
Distribution Rate (expressed as a percentage per annum)
is calculated using the following formula:
Distribution Rate = (Bank Bill Rate + Margin)
x (1 – Tax Rate)
where:
Bank Bill Rate (expressed as a percentage per annum)
means, for each Distribution Period, the average rate for
bills of a term of 90 days which average rate is displayed
on Thomson Reuters page BBSW (or any page that
replaces that page) at such time at which such rate
customarily appears on that page on, in the case of the
first Distribution Period, the Issue Date, and in the case
of any other Distribution Period, the first Business Day of
that Distribution Period, or if there is a manifest error in
the calculation of that average rate or that average rate is
not displayed by such time that is 15 minutes after the then
prevailing time at which such rate customarily appears on
that page on that date, the rate specified in good faith by
Westpac at or around that time on that date having regard,
to the extent possible, to:
(a) the rates otherwise bid and offered for bills of a term
of 90 days or for funds of that tenor displayed on
Thomson Reuters page BBSW (or any page which
replaces that page) at or around that time on that
date; and
(b) if bid and offer rates for bills of a term of 90 days are
not otherwise available, the rates otherwise bid and
offered for funds of that tenor at or around that time
on that date;
Margin means 3.20% per annum;
Tax Rate (expressed as a decimal) means the Australian
corporate tax rate applicable to the franking account of
Westpac at the relevant Distribution Payment Date; and
N means, in respect of a Distribution Period, the number
of days in that Distribution Period.
3.2 Adjustment to calculation of Distributions
if not fully franked
If payment of any Distribution will not be franked to 100%
under Part 3-6 of the Tax Act (or any provisions that revise
or replace that Part), otherwise than because of any act
by, or circumstances affecting, any particular Holder, the
Distribution will be calculated using the following formula:
Distribution =
D
1 – [Tax Rate x (1 – Franking Rate)]
where:
D means the Distribution entitlement on that Distribution
Payment Date as calculated under clause 3.1;
Tax Rate (expressed as a decimal) means the Australian
corporate tax rate applicable to the franking account of
Westpac at the relevant Distribution Payment Date; and
Franking Rate (expressed as a decimal) means the
percentage of Distribution that would carry franking credits

102
Westpac Capital Notes 5
(within the meaning of Part 3-6 of the Tax Act or any
provisions that revise or replace that Part), applicable to
the relevant Distribution entitlement on that Distribution
Payment Date.
3.3 Conditions to payment of Distributions
(a) The payment of any Distribution on a Distribution
Payment Date is subject to:
(i) Westpac’s absolute discretion;
(ii) the payment of the Distribution not resulting
in a breach of Westpac’s capital requirements
(on a Level 1 basis) or of the Westpac Group’s
capital requirements (on a Level 2 basis) under
the then current Prudential Standards at the time
of the payment;
(iii) the payment of the Distribution not resulting in
Westpac becoming, or being likely to become,
insolvent for the purposes of the Corporations
Act; and
(iv) APRA not otherwise objecting to the payment
of the Distribution.
(b) Westpac must notify ASX as soon as reasonably
practicable if payment of any Distribution will not
be made because of this clause.
3.4 Distributions are discretionary, non-
cumulative and only payable in cash
(a) Payments of Distributions are within the absolute
discretion of Westpac and are non-cumulative. If a
Distribution is not paid because of the provisions of
clause 3.3 or because of any other reason, Westpac
has no liability to pay such Distribution to the Holder
and the Holder has no:
(i) claim (including, without limitation, on a
Winding Up); or
(ii) right to apply for a Winding Up,
in respect of such non-payment.
(b) Any payments of Distributions to Holders must be
made in the form of cash.
(c) Non-payment of a Distribution because of the
provisions of clause 3.3, or because of any other
reason, does not constitute an event of default.
3.5 Distribution Payment Date
Distributions in respect of Westpac Capital Notes 5
are payable:
(a) quarterly in arrear on 22 March, 22 June,
22 September and 22 December of each year,
commencing on 22 June 2018 until that Westpac
Capital Note 5 has been Converted at its full Face
Value (or terminated following a failure to Convert)
or Redeemed, in each case in accordance with these
Terms; and
(b) on the Conversion Date (other than a Capital Trigger
Event Conversion Date or Non-Viability Trigger Event
Conversion Date), Redemption Date or Transfer Date
(as the case may be) on which such Westpac Capital
Note 5 is Converted, Redeemed or Transferred, in
each case in accordance with these Terms
(each a "Distribution Payment Date").
3.6 Record Dates
Distributions are only payable on a Distribution Payment
Date to those persons registered as Holders on the Record
Date for that Distribution Payment Date.
3.7 Restrictions in the case of non-payment
of a Distribution
Subject to clause 3.8, if for any reason a Distribution has
not been paid in full on the relevant Distribution Payment
Date, Westpac must not:
(a) determine or pay any Dividends; or
(b) undertake any discretionary Buy Back or Capital
Reduction,
unless the amount of the unpaid Distribution is paid in
full within 20 Business Days of that Distribution Payment
Date or:
(c) all Westpac Capital Notes 5 have been Converted at
their full Face Value (or terminated following a failure
to Convert) or Redeemed;
(d) on a subsequent Distribution Payment Date, a
Distribution for the subsequent Distribution Period
is paid in full; or
(e) a Special Resolution of the Holders has been passed
approving such action,
and, in respect of the actions contemplated by paragraphs
(c), (d) and (e), APRA does not otherwise object.
3.8 Restrictions not to apply in certain
circumstances
The restrictions in clause 3.7 do not apply in connection
with:
(a) any employment contract, benefit plan or other
similar arrangement with or for the benefit of any one
or more employees, officers, directors or consultants
of Westpac or any member of the Westpac Group; or
(b) Westpac or any of its controlled entities purchasing
shares in Westpac in connection with transactions
for the account of customers of Westpac or any
of its controlled entities or in connection with the
distribution or trading of shares in Westpac in the
ordinary course of business (such distribution or
trading of shares in the ordinary course of business is
subject to the prior written approval of APRA); or
(c) to the extent that at the time a Distribution has not
been paid on the relevant Distribution Payment Date,
Westpac is legally obliged to pay on or after that date
a Dividend or complete on or after that date a Buy
Back or Capital Reduction.
3.9 Notification
(a) In relation to each Distribution Period, Westpac
must notify the ASX of the Distribution Rate and the
amount of Distribution payable on each Westpac
Capital Note 5.
(b) Westpac must give notice under this clause 3.9 as
soon as practicable after it makes its calculations or
determinations and, in any event, by no later than the
fifth Business Day of the relevant Distribution Period.

APPENDIX B
103
Appendix B Westpac Capital Notes 5 Terms
(c) Westpac may amend the calculation or determination
of any amount, date, or rate (or make appropriate
alternative arrangements by way of adjustment)
including as a result of the extension or reduction of
a Distribution Period without prior notice, but must
notify ASX promptly after doing so.
3.10 Calculations and determinations final
The calculation or determination by Westpac of all rates
and amounts payable by it in relation to Westpac Capital
Notes 5 is, in the absence of manifest or proven error, final
and binding on Westpac, the Registrar and each Holder.
4 Scheduled Conversion
4.1 Scheduled Conversion
Subject to clauses 5, 6, 7 and 8, Westpac must Convert all
(but not some) Westpac Capital Notes 5 on issue on the
date that is the earlier of:
(a) 22 September 2027; and
(b) the first Distribution Payment Date after
22 September 2027,
on which the Scheduled Conversion Conditions are
satisfied (each a "Scheduled Conversion Date").
4.2 Scheduled Conversion Conditions
(a) The Scheduled Conversion Conditions for each
Scheduled Conversion Date are:
(i) the VWAP on the 25th Business Day on which
trading in Ordinary Shares took place immediately
preceding (but not including) the Scheduled
Conversion Date is greater than 56.12% of the
Issue Date VWAP ("First Scheduled Conversion
Condition"); and
(ii) the VWAP during the period of 20 Business Days
on which trading in Ordinary Shares took place
immediately preceding (but not including) the
Scheduled Conversion Date is greater than 50.51%
of the Issue Date VWAP (the "Second Scheduled
Conversion Condition").
(b) If the First Scheduled Conversion Condition is not
satisfied, Westpac will announce to ASX not less than
21 Business Days before the Scheduled Conversion
Date that Conversion will not proceed on the
Scheduled Conversion Date.
(c) If the Second Scheduled Conversion Condition is not
satisfied, Westpac will notify Holders on or as soon as
practicable after the Scheduled Conversion Date that
Conversion did not occur.
5 Automatic Conversion
5.1 Capital Trigger Event
A Capital Trigger Event occurs when:
(a) Westpac determines; or
(b) APRA notifies Westpac in writing that it believes,
that either or both the Westpac Level 1 Common Equity
Tier 1 Capital Ratio or Westpac Level 2 Common Equity Tier
1 Capital Ratio is equal to or less than 5.125%.
5.2 Consequences of a Capital Trigger Event
(a) Westpac must notify APRA immediately in writing if it
determines that a Capital Trigger Event has occurred.
(b) If a Capital Trigger Event occurs, Westpac must
Convert such number of Westpac Capital Notes 5
(or, if it so determines, such percentage of the Face
Value of each Westpac Capital Note 5) as is sufficient
(following any conversion or write down of other
Relevant Securities as referred to in paragraph 5.2(c)
(i) below) to return either or both the Westpac Level
1 Common Equity Tier 1 Capital Ratio or Westpac
Level 2 Common Equity Tier 1 Capital Ratio, as the
case may be, to above 5.125%.
(c) In determining the number of Westpac Capital
Notes 5, or percentage of the Face Value of each
Westpac Capital Note 5, which must be Converted in
accordance with this clause, Westpac will:
(i) first, convert or write down such number or
percentage of the face value of any other
Relevant Securities whose terms require them to
be converted or written down, before Conversion
of Westpac Capital Notes 5; and
(ii) second, if conversion or write down of those
Relevant Securities is not sufficient, Convert (in
the case of Westpac Capital Notes 5) and convert
or write down (in the case of any other Relevant
Securities) on a pro-rata basis or in a manner
that is otherwise, in the opinion of Westpac, fair
and reasonable, the Face Value of the Westpac
Capital Notes 5 and the face value of any
Relevant Securities whose terms require or permit
them to be converted or written down in that
manner (subject to such adjustment as Westpac
may determine to take into account the effect
on marketable parcels and whole numbers of
Ordinary Shares and any Westpac Capital Notes 5
or other Relevant Securities remaining on issue),
but such determination will not impede the
immediate Conversion of the relevant number of
Westpac Capital Notes 5 or percentage of the Face
Value of each Westpac Capital Note 5 (as the case
may be) or, if applicable, the termination of the
relevant Holder’s rights and claims in accordance with
clause 5.8.
(d) If a Capital Trigger Event occurs:
(i) the relevant number of Westpac Capital Notes 5,
or percentage of the Face Value of each Westpac
Capital Note 5, must be Converted immediately
upon occurrence of the Capital Trigger Event
in accordance with clauses 5.7 and 9 and the
Conversion will be irrevocable;
(ii) Westpac must give notice as soon as practicable
that Conversion has occurred to ASX and
the Holders;
(iii) the notice must specify the date on which the
Capital Trigger Event occurred ("Capital Trigger
Event Conversion Date"); and
(iv) the notice must specify the details of the
Conversion process, including any details which
were taken into account in relation to the effect
on marketable parcels and whole numbers of
Ordinary Shares, and the impact on any Westpac
Capital Notes 5 remaining on issue.

104
Westpac Capital Notes 5
(e) Failure or delay in undertaking any of the steps
in clauses 5.2(d)(ii) to (iv), or in quotation of
the Ordinary Shares to be issued on Conversion,
does not prevent, invalidate, delay or otherwise
impede Conversion.
5.3 Non-Viability Trigger Event
A Non-Viability Trigger Event occurs when APRA notifies
Westpac in writing that it believes:
(a) Conversion of all or some Westpac Capital Notes 5,
or conversion or write down of capital instruments of
the Westpac Group, is necessary because, without it,
Westpac would become non-viable; or
(b) a public sector injection of capital, or equivalent
support, is necessary because, without it, Westpac
would become non-viable.
5.4 Consequences of a Non-Viability
Trigger Event
(a) If a Non-Viability Trigger Event occurs, Westpac must
Convert such number of Westpac Capital Notes 5
(or, if it so determines, such percentage of the Face
Value of each Westpac Capital Note 5) as is equal
(following any conversion or write down of other
Relevant Securities as referred to in paragraph 5.4(b)
(ii)(A) below) to the aggregate face value of capital
instruments which APRA has notified Westpac
must be converted or written down (or, if APRA has
not so notified Westpac, such number of Westpac
Capital Notes 5 or, if Westpac so determines, such
percentage of the Face Value of each Westpac
Capital Note 5, as is necessary to satisfy APRA that
Westpac will no longer be non-viable).
(b) In determining the number of Westpac Capital
Notes 5, or percentage of the Face Value of each
Westpac Capital Note 5, which must be Converted in
accordance with this clause, Westpac will:
(i) where a Non-Viability Trigger Event occurs under
clause 5.3(b), Convert at their full Face Value all
of the Westpac Capital Notes 5; or
(ii) in all other circumstances:
(A) first, convert or write down such number or
percentage of the face value of any other
Relevant Securities whose terms require
them to be converted or written down before
Conversion of Westpac Capital Notes 5; and
(B) second, if conversion or write down of those
securities is not sufficient, Convert (in the
case of Westpac Capital Notes 5) and convert
or write down (in the case of any other
Relevant Securities), on a pro-rata basis or in
a manner that is otherwise, in the opinion of
Westpac, fair and reasonable, the Face Value
of the Westpac Capital Notes 5 and the face
value of any Relevant Securities whose terms
require or permit them to be converted or
written down in that manner (subject to such
adjustments as Westpac may determine to
take into account the effect on marketable
parcels and whole numbers of Ordinary
Shares and any Westpac Capital Notes 5 or
other Relevant Securities remaining on issue),
but such determination will not impede the
immediate Conversion of the relevant number of
Westpac Capital Notes 5 or percentage of the Face
Value of each Westpac Capital Note 5 (as the case
may be) or, if applicable, the termination of the
relevant Holder’s rights and claims in accordance
with clause 5.8.
(c) If a Non-Viability Trigger Event occurs:
(i) the relevant number of Westpac Capital Notes 5,
or percentage of the Face Value of each Westpac
Capital Note 5, must be Converted immediately
upon occurrence of the Non-Viability Trigger
Event in accordance with clauses 5.7 and 9 and
the Conversion will be irrevocable;
(ii) Westpac must give notice as soon as practicable
that Conversion has occurred to ASX and the
Holders;
(iii) the notice must specify the date on which the
Non-Viability Trigger Event occurred ("Non-
Viability Trigger Event Conversion Date"); and
(iv) the notice must specify the details of the
Conversion process, including any details which
were taken into account in relation to the effect
on marketable parcels and whole numbers of
Ordinary Shares, and the impact on any Westpac
Capital Notes 5 remaining on issue.
(d) Failure to undertake any of the steps in clauses 5.4(c)
(ii) to (iv) does not prevent, invalidate, delay or
otherwise impede Conversion.
5.5 Scheduled Conversion Conditions
not applicable
For the avoidance of doubt, the Scheduled Conversion
Conditions do not apply to Conversion as a result of a
Capital Trigger Event or Non-Viability Trigger Event.
5.6 Priority of early Conversion obligations
A Conversion required because of a Capital Trigger Event
or a Non-Viability Trigger Event takes place on the date,
and in the manner, required by clauses 5.2, 5.4, 5.7 and
5.8, notwithstanding any other provision for Conversion,
Redemption or Transfer in these Terms.
5.7 Automatic Conversion upon the occurrence
of a Capital Trigger Event or Non-Viability
Trigger Event
If a Capital Trigger Event or Non-Viability Trigger Event
has occurred and all or some Westpac Capital Notes 5
(or percentage of the Face Value of each Westpac Capital
Note 5) are required to be Converted in accordance with
clauses 5.2 or 5.4, then:
(a) Conversion of the relevant Westpac Capital Notes
5 or percentage of the Face Value of each Westpac
Capital Note 5 will be taken to have occurred in
accordance with clause 9 immediately upon the
Capital Trigger Event Conversion Date or Non-
Viability Trigger Event Conversion Date;
(b) subject to clause 9.10, the entry of the corresponding
Westpac Capital Notes 5 in each relevant Holder’s
holding in the Westpac Capital Notes 5 Register
will constitute an entitlement of that Holder to
the relevant number of Ordinary Shares (and, if
applicable, also to any remaining balance of Westpac
Capital Notes 5 or Westpac Capital Notes 5 with a
Face Value equal to the aggregate of the remaining

APPENDIX B
105
Appendix B Westpac Capital Notes 5 Terms
percentage of the Face Value of each Westpac
Capital Note 5), and Westpac will recognise the
Holder as having been issued the relevant Ordinary
Shares for all purposes, in each case without the need
for any further act or step by Westpac, the Holder
or any other person (and Westpac will, as soon as
possible thereafter and without delay on the part
of Westpac, take any appropriate procedural steps
to record such Conversion, including updating the
Westpac Capital Notes 5 Register and the Ordinary
Share register); and
(c) subject to clause 9.10, upon Conversion a Holder has
no further right or claim under these Terms in respect
of the Westpac Capital Notes 5 Converted, except in
relation to the relevant number of Ordinary Shares
and the Holder’s entitlement, if any, to Westpac
Capital Notes 5 representing the unconverted
outstanding Face Value.
5.8 No further rights if Conversion does not
occur for any reason
If, for any reason, Conversion of any Westpac Capital
Notes 5 (or a percentage of the Face Value of any Westpac
Capital Notes 5) required to be Converted under clauses
5.2 or 5.4 fails to take effect under clauses 5.7(a) and (b)
or does not occur for any other reason and the Ordinary
Shares are not issued for any reason in respect of such
Conversion by 5.00pm on the fifth Business Day after the
Capital Trigger Event Conversion Date or Non-Viability
Trigger Event Conversion Date, then:
(a) such Westpac Capital Notes 5 or percentage of the
Face Value of Westpac Capital Notes 5 will not be
Converted in respect of such Capital Trigger Event
Conversion Date or Non-Viability Trigger Event
Conversion Date (as the case may be) and will not
be Converted, Redeemed or Transferred under these
Terms on any subsequent date; and
(b) the relevant Holders’ rights (including to payment
of Distributions and Face Value and any other
payments) in relation to such Westpac Capital
Notes 5 or percentage of the Face Value of Westpac
Capital Notes 5 are immediately and irrevocably
terminated and such termination will be taken to
have occurred immediately upon the Capital Trigger
Event Conversion Date or Non-Viability Trigger Event
Conversion Date, as the case may be.
5.9 Automatic Conversion upon the occurrence
of an Acquisition Event
(a) If an Acquisition Event occurs, then:
(i) Westpac must Convert all (but not some)
Westpac Capital Notes 5;
(ii) Westpac must give notice as soon as practicable
and in any event within 10 Business Days after
becoming aware of that event occurring to ASX
and the Holders;
(iii) the notice must specify a date on which it is
proposed Conversion will occur (proposed
"Acquisition Event Conversion Date") being:
(A) in the case of an Acquisition Event that is a
takeover bid, no later than the Business Day
prior to the then announced closing date of
the relevant takeover bid; or
(B) in the case of an Acquisition Event that is
a court approved scheme, a date no later
than the record date for participation in the
relevant scheme of arrangement; and
(iv) the notice must specify the details of the
Conversion process including any details to take
into account the effect on marketable parcels and
whole numbers of Ordinary Shares; and
(v) on the proposed Acquisition Event Conversion
Date, all Westpac Capital Notes 5 will Convert in
accordance with clause 9.
(b) The Second Scheduled Conversion Condition applies
to a Conversion following an Acquisition Event as
though the proposed Acquisition Event Conversion
Date were a Scheduled Conversion Date for the
purposes of clause 4 (except that in the case of an
Acquisition Event, the Second Scheduled Conversion
Condition will apply as if it referred to 20.20% of
the Issue Date VWAP). If the Second Scheduled
Conversion Condition is not satisfied, the Westpac
Capital Notes 5 will not Convert.
(c) If the Second Scheduled Conversion Condition is
not satisfied on the proposed Acquisition Event
Conversion Date, Westpac will notify Holders as soon
as practicable after the proposed Acquisition Event
Conversion Date that Conversion did not occur.
5.10 Issue of ordinary shares of Approved
Successor
Where there is a replacement of Westpac as the ultimate
holding company of the Westpac Group and the successor
holding company is an Approved Successor, Conversion
of the Westpac Capital Notes 5 may not occur as a
consequence of the Replacement (as defined in clause
13.4(a)). Instead, these Terms may be amended in
accordance with clause 13.4.
6 Optional Conversion
6.1 Conversion at the option of Westpac
(a) Subject to the other provisions of this clause 6,
Westpac may at its option Convert in accordance
with clause 9:
(i) all or some Westpac Capital Notes 5 on
22 September 2025; or
(ii) all (but not some) of the Westpac Capital Notes
5 on an Optional Conversion Date following the
occurrence of a Tax Event or Regulatory Event.
(b) If only some (but not all) Westpac Capital Notes 5 are
to be Converted under clause 6.1(a)(i), those Westpac
Capital Notes 5 to be Converted will be specified in
the Optional Conversion Notice and selected:
(i) in a manner that is, in the opinion of Westpac,
fair and reasonable; and
(ii) in compliance with any applicable law, directive
or requirement of ASX.
6.2 Restriction on election to Convert
Westpac may only elect to Convert the Westpac Capital
Notes 5 under clause 6.1(a) if on the second Business Day
before the date on which an Optional Conversion Notice is
to be sent by Westpac (or, if trading in Ordinary Shares did

106
Westpac Capital Notes 5
not occur on that date, the last Business Day prior to that
date on which trading in Ordinary Shares occurred) the
VWAP on that date is:
(a) in respect of a Conversion under clause 6.1(a)(i),
greater than 56.12% of the Issue Date VWAP; and
(b) in respect of a Conversion under clause 6.1(a)(ii),
greater than 22.20% of the Issue Date VWAP,
(the "Optional Conversion Restriction").
6.3 Optional Conversion Notice
(a) Subject to clause 6.2, Westpac may only Convert
under clause 6.1(a)(i) if Westpac has given an
Optional Conversion Notice of its election to do so at
least 25 Business Days before the proposed Optional
Conversion Date to ASX and the Holders.
(b) The Optional Conversion Notice must specify:
(i) the date on which it is proposed the Optional
Conversion will occur, which:
(A) in the case of clause 6.1(a)(i), will be
22 September 2025; and
(B) in the case of a Tax Event or Regulatory
Event, is the Next Distribution Payment Date,
unless Westpac determines an earlier date
having regard to the best interests of Holders
as a whole and the relevant event;
(ii) whether any Distribution will be paid in respect of
the Westpac Capital Notes 5 to be Converted on
the Optional Conversion Date; and
(iii) the details of the Conversion process including
any details to take into account the effect on
marketable parcels and whole numbers of
Ordinary Shares.
6.4 Restriction on Conversion on the Optional
Conversion Date
(a) The Second Scheduled Conversion Condition applies
to an Optional Conversion as though the proposed
Optional Conversion Date were a Scheduled
Conversion Date for the purposes of clause 4 (except
that in the case of an Optional Conversion following a
Tax Event or Regulatory Event, the Second Scheduled
Conversion Condition will apply as if it referred to
20.20% of the Issue Date VWAP).
(b) If the Second Scheduled Conversion Condition is not
satisfied on the proposed Optional Conversion Date:
(i) the Westpac Capital Notes 5 will not Convert; and
(ii) Westpac will notify Holders as soon as practicable
after the proposed Optional Conversion Date that
Conversion did not occur.
6.5 Deferred Conversion
If Westpac has given an Optional Conversion Notice under
clause 6.3 and the Second Scheduled Conversion Condition
(as if it applied on the Optional Conversion Date) is not
satisfied, then, notwithstanding any other provision of
these Terms:
(a) the Optional Conversion Date will be deferred
until the first Distribution Payment Date (under
clause 3.5(a)) on which the Scheduled Conversion
Conditions are satisfied (except that in the case
of a Tax Event or Regulatory Event, the Second
Scheduled Conversion Condition will apply as if it
referred to 20.20% of the Issue Date VWAP) as if
that Distribution Payment Date were a Scheduled
Conversion Date for the purposes of clause 4
(the "Deferred Conversion Date");
(b) Westpac must convert the Westpac Capital Notes 5
on the Deferred Conversion Date unless the Westpac
Capital Notes 5 are Converted earlier in accordance
with these Terms; and
(c) until the Deferred Conversion Date, all rights
attaching to the Westpac Capital Notes 5 will
continue as if the Optional Conversion Notice had not
been given.
6.6 Final Distribution
For the avoidance of doubt, Optional Conversion may
occur even if Westpac, in its absolute discretion, does
not pay a Distribution for the final Distribution Period.
6.7 No Conversion at the option of the Holders
Holders do not have a right to request Conversion of their
Westpac Capital Notes 5 at any time.
7 Optional Redemption
7.1 Redemption at the option of Westpac
(a) Subject to the other provisions of this clause 7,
Westpac may at its option Redeem:
(i) all or some Westpac Capital Notes 5 on
22 September 2025; or
(ii) all (but not some) of the Westpac Capital Notes 5
on a Redemption Date following the occurrence
of a Tax Event or Regulatory Event,
in each case for their Face Value.
(b) If only some (but not all) Westpac Capital Notes 5 are
to be Redeemed under clause 7.1(a)(i), those Westpac
Capital Notes 5 to be Redeemed will be specified in
the Redemption Notice and selected:
(i) in a manner that is, in the opinion of Westpac, fair
and reasonable; and
(ii) in compliance with any applicable law, directive
or requirement of ASX.
7.2 Optional Redemption Notice
(a) Westpac may only Redeem under clause 7.1(a)
if Westpac has given a Redemption Notice of its
election to do so at least 21 Business Days before the
proposed Redemption Date to ASX and the Holders.
(b) The Redemption Notice must specify:
(i) the date on which it is proposed the Redemption
will occur, which must be:
(A) in the case of clause 7.1(a)(i),
22 September 2025;
(B) in the case of a Tax Event or Regulatory
Event, the Next Distribution Payment Date,
unless Westpac determines an earlier date
having regard to the best interests of Holders
as a whole and the relevant event; and
(ii) whether any Distribution will be paid in respect of
the Westpac Capital Notes 5 to be Redeemed on
the Redemption Date.

APPENDIX B
107
Appendix B Westpac Capital Notes 5 Terms
7.3 APRA approval to Redeem
Westpac may only Redeem under this clause 7 if:
(a) either
(i) before or concurrently with Redemption,
Westpac replaces Westpac Capital Notes 5 with
a capital instrument which is of the same or
better quality (for the purposes of the Prudential
Standards) than Westpac Capital Notes 5 and
the replacement of Westpac Capital Notes 5 is
done under conditions that are sustainable for the
income capacity of Westpac (for the purposes of
the Prudential Standards); or
(ii) Westpac obtains confirmation from APRA that
APRA is satisfied, having regard to the capital
position of Westpac and the Westpac Group,
that Westpac does not have to replace Westpac
Capital Notes 5; and
(b) APRA has given its prior written approval to the
Redemption. Approval is at the discretion of APRA
and may or may not be given.
7.4 Final Distribution
For the avoidance of doubt, Redemption may occur even
if Westpac, in its absolute discretion, does not pay a
Distribution for the final Distribution Period.
7.5 No Redemption at the option of the Holders
Holders do not have a right to request Redemption of their
Westpac Capital Notes 5 at any time.
7.6 Effect of Redemption Notice
Subject to any early Conversion required because of a
Capital Trigger Event or a Non-Viability Trigger Event and
any termination of rights under clause 5.8, any Redemption
Notice given under this clause 7 is irrevocable and
Westpac must (subject to clause 11.1) Redeem Westpac
Capital Notes 5 on the Redemption Date specified in that
Redemption Notice.
8 Optional Transfer
8.1 Transfer at the option of Westpac
(a) Westpac may elect that Transfer occur in relation to:
(i) all or some Westpac Capital Notes 5 on
22 September 2025; or
(ii) all (but not some) of the Westpac Capital Notes
5 on a Transfer Date following the occurrence of
a Tax Event or Regulatory Event.
(b) If only some (but not all) Westpac Capital Notes 5 are
to be Transferred under clause 8.1(a)(i), the number
of Westpac Capital Notes 5 to be Transferred will be
specified in the Transfer Notice and selected:
(i) in a manner that is, in the opinion of Westpac, fair
and reasonable; and
(ii) in compliance with any applicable law, directive
or requirement of ASX.
8.2 Optional Transfer Notice
(a) Westpac may only elect to Transfer Westpac Capital
Notes 5 under clause 8.1(a) if Westpac has given a
Transfer Notice at least 21 Business Days before the
proposed Transfer Date to ASX and the Holders.
(b) The Transfer Notice must specify:
(i) the date on which it is proposed the Transfer will
occur, which must be:
(A) in the case of clause 8.1(a)(i),
22 September 2025;
(B) in the case of a Tax Event or Regulatory
Event, the Next Distribution Payment Date,
unless Westpac determines an earlier date
having regard to the best interests of Holders
as a whole and the relevant event; and
(ii) whether any Distribution will be paid in respect of
the Westpac Capital Notes 5 to be Transferred on
the Transfer Date.
8.3 Final Distribution
For the avoidance of doubt, Transfer may occur even
if Westpac, in its absolute discretion, does not pay a
Distribution for the final Distribution Period.
8.4 No Transfer at the option of the Holders
Holders do not have a right to request Transfer of their
Westpac Capital Notes 5 at any time.
8.5 Effect of Transfer Notice
(a) Any Transfer Notice given under this clause 8 is
irrevocable and Westpac must (subject to clause 11.1)
Transfer Westpac Capital Notes 5 on the Transfer
Date specified in that Transfer Notice.
(b) If Westpac issues a Transfer Notice under this
clause 8:
(i) each Holder is taken irrevocably to offer to sell
the relevant number of their Westpac Capital
Notes 5 to the Nominated Party on the Transfer
Date for a cash amount per Westpac Capital
Note 5 equal to the Face Value (and to have
appointed Westpac as its agent and attorney to
execute documents and do all things necessary
which Westpac considers may be necessary or
desirable in connection with that offer and any
resulting sale);
(ii) subject to payment by the Nominated Party
of the Face Value to Holders, all right, title and
interest in the relevant number of Westpac
Capital Notes 5 will be Transferred from the
Holders to the Nominated Party on the Transfer
Date; and
(iii) if the Nominated Party does not pay the
Face Value to the relevant Holders on the
Transfer Date, the relevant number of Westpac
Capital Notes 5 will not be Transferred to the
Nominated Party.
(c) Clause 11 will apply to payments by the Nominated
Party as if the Nominated Party were Westpac. If any
payment to a particular Holder is not made or treated
as made on the Transfer Date because of any error
by or on behalf of the Nominated Party, the relevant
Westpac Capital Notes 5 of that Holder will not be
Transferred until payment is made but the Transfer of
all other relevant Westpac Capital Notes 5 will not be
affected by the failure.

108
Westpac Capital Notes 5
9 General provisions applicable
to Conversion
9.1 Conversion
On the Conversion Date, subject to clauses 5.6 and 9.10, the
following will apply:
(a) Westpac will allot and issue the Conversion Number
of Ordinary Shares for each Westpac Capital Note
5 held by the Holder. The Conversion Number is
calculated according to the following formula, and
subject always to the Conversion Number being no
greater than the Maximum Conversion Number:
Conversion Number for each
Westpac Capital Note 5
=
Face Value
0.99 x VWAP
where:
VWA P (expressed in dollars and cents) means the
VWAP during the VWAP Period.
Maximum Conversion Number means a number
calculated according to the following formula:
Maximum
Conversion
Number
=
Face Value
Relevant Percentage x Issue Date VWAP
Relevant Percentage means:
(i) if Conversion is occurring on a Scheduled
Conversion Date or the Optional Conversion Date
on 22 September 2025, 0.50; and
(ii) if Conversion is occurring at any other time, 0.20.
(b) Each Holder’s rights (including to Distributions
other than the Distribution, if any, payable on a date
when Conversion is required that is not a Capital
Trigger Event Conversion Date or a Non-Viability
Trigger Event Conversion Date) in relation to each
Westpac Capital Note 5 that is being Converted
will be immediately and irrevocably terminated for
an amount equal to the Face Value and Westpac
will apply the Face Value of each Westpac Capital
Note 5 by way of payment for the subscription for
the Ordinary Shares to be allotted and issued under
clause 9.1(a). Each Holder is taken to have irrevocably
directed that any amount payable under this clause
9.1 is to be applied as provided for in this clause and
Holders do not have any right to payment in any
other way.
(c) If the total number of Ordinary Shares to be allotted
and issued in respect of a Holder’s aggregate holding
of Westpac Capital Notes 5 includes a fraction of an
Ordinary Share, that fraction of an Ordinary Share will
be disregarded.
9.2 Adjustments to VWAP generally
For the purposes of calculating VWAP under clause 9.1:
(a) where, on some or all of the Business Days in the
relevant VWAP Period, Ordinary Shares have been
quoted on ASX as cum dividend or cum any other
distribution or entitlement and Westpac Capital Notes
5 will be Converted into Ordinary Shares after that
date and those Ordinary Shares will no longer carry
that dividend or that other distribution or entitlement,
then the VWAP on the Business Days on which those
Ordinary Shares have been quoted cum dividend
or cum any other distribution or entitlement will be
reduced by an amount ("Cum Value") equal to:
(i) in the case of a dividend or other distribution,
the amount of that dividend or other distribution
including, if the dividend or distribution is
franked, the amount that would be included in the
assessable income of a recipient of the dividend
or distribution who is a natural person resident in
Australia under the Tax Act;
(ii) in the case of any other entitlement that is not
a dividend or other distribution under clause
9.2(a)(i) which is traded on ASX on any of those
Business Days, the volume weighted average
price of all such entitlements sold on ASX during
the VWAP Period on the Business Days on which
those entitlements were traded (excluding trades
of the kind that would be excluded in determining
VWAP under the definition of that term); or
(iii) in the case of any other entitlement which is not
traded on ASX during the VWAP Period, the value
of the entitlement as reasonably determined
by Westpac;
(b) where, on some or all of the Business Days in the
VWAP Period, Ordinary Shares have been quoted
as ex dividend or ex any other distribution or
entitlement, and Westpac Capital Notes 5 will be
Converted into Ordinary Shares which would be
entitled to receive the relevant dividend, distribution
or entitlement, the VWAP on the Business Days on
which those Ordinary Shares have been quoted ex
dividend or ex any other distribution or entitlement
will be increased by the Cum Value; and
(c) any adjustment made by Westpac in accordance
with clause 9.2 will be effective and binding on
Holders under these Terms and these Terms will be
construed accordingly.
9.3 Adjustments to VWAP for capital
reconstruction
(a) Where during the relevant VWAP Period there is a
change to the number of Ordinary Shares on issue
because the Ordinary Shares are reconstructed,
consolidated, divided or reclassified (in a manner
not involving any cash payment (or the giving of
any other form of consideration) to or by holders of
Ordinary Shares) ("Reclassification") into a lesser or
greater number, the daily VWAP for each day in the
VWAP Period which falls before the date on which
trading in Ordinary Shares is conducted on a post
Reclassification basis will be adjusted by multiplying
such daily VWAP by the following formula:
A
B
where:
A means the aggregate number of Ordinary Shares
immediately before the Reclassification; and
B means the aggregate number of Ordinary Shares
immediately after the Reclassification.
(b) Any adjustment made by Westpac in accordance
with clause 9.3(a) will be effective and binding on

APPENDIX B
109
Appendix B Westpac Capital Notes 5 Terms
Holders under these Terms and these Terms will be
construed accordingly.
(c) Each Holder acknowledges that Westpac may
consolidate, divide or reclassify securities so that
there is a lesser or greater number of Ordinary Shares
at any time in its absolute discretion without any
such action requiring any consent or concurrence of
any Holders.
9.4 Adjustments to Issue Date VWAP generally
For the purposes of determining the Issue Date VWAP
under clause 9.1, adjustments will be made in accordance
with clause 9.2 and clause 9.3 during the VWAP Period
for the Issue Date VWAP. On and from the Issue Date,
adjustments to the Issue Date VWAP:
(a) may be made by Westpac in accordance with clauses
9.5 to 9.7 (inclusive);
(b) if so made, will correspondingly affect the application
of the Scheduled Conversion Conditions and the
Optional Conversion Restriction and cause an
adjustment to the Maximum Conversion Number; and
(c) if so made, will be effective and binding on
Holders under these Terms and these Terms will be
construed accordingly.
9.5 Adjustments to Issue Date VWAP for
bonus issues
(a) Subject to clauses 9.5(b) and 9.5(c), if Westpac makes
a pro-rata bonus issue of Ordinary Shares to holders of
Ordinary Shares generally (in a manner not involving
any cash payment (or the giving of any other form of
consideration) to or by holders of Ordinary Shares),
the Issue Date VWAP will be adjusted immediately in
accordance with the following formula:
V=
Vo x RD
(RD + RN)
where:
V means the Issue Date VWAP applying immediately
after the application of this formula;
Vo means the Issue Date VWAP applying immediately
prior to the application of this formula;
RD means the number of Ordinary Shares on issue
immediately prior to the allotment of new Ordinary
Shares pursuant to the bonus issue; and
RN means the number of Ordinary Shares issued
pursuant to the bonus issue.
(b) Clause 9.5(a) does not apply to Ordinary Shares
issued as part of a bonus share plan, employee or
executive share plan, executive option plan, share
top up plan, share purchase plan or a dividend
reinvestment plan.
(c) For the purposes of this clause, an issue will be
regarded as a bonus issue notwithstanding that
Westpac does not make offers to some or all holders
of Ordinary Shares with registered addresses outside
Australia, provided that in so doing Westpac is not in
contravention of the ASX Listing Rules.
(d) No adjustments to the Issue Date VWAP will be made
under this clause 9.5 for any offer of Ordinary Shares
not covered by clause 9.5(a), including a rights issue
or other essentially pro rata issue.
(e) The fact that no adjustment is made for an issue of
Ordinary Shares except as covered by clause 9.5(a)
shall not in any way restrict Westpac from issuing
Ordinary Shares at any time on such terms as it sees fit
nor require any consent or concurrence of any Holders.
9.6 Adjustments to Issue Date VWAP for
capital reconstruction
(a) If at any time after the Issue Date there is a change
to the number of Ordinary Shares on issue because
of a Reclassification (in a manner not involving any
cash payment (or the giving of any other form of
consideration) to or by holders of Ordinary Shares)
into a lesser or greater number, the Issue Date VWAP
will be adjusted by multiplying the Issue Date VWAP
applicable on the Business Day immediately before
the date of any such Reclassification by the following
formula:
A
B
where:
A means the aggregate number of Ordinary Shares
on issue immediately before the Reclassification; and
B means the aggregate number of Ordinary Shares
on issue immediately after the Reclassification.
(b) Each Holder acknowledges that Westpac may
consolidate, divide or reclassify securities so that
there is a lesser or greater number of Ordinary Shares
at any time in its absolute discretion without any such
action requiring any consent or concurrence of any
Holders.
9.7 No adjustment to Issue Date VWAP in
certain circumstances
Despite the provisions of clauses 9.5 and 9.6, no
adjustment will be made to the Issue Date VWAP where
any such adjustment (rounded if applicable) would be less
than one percent of the Issue Date VWAP then in effect.
9.8 Announcement of adjustments to Issue
Date VWAP
Westpac will notify any adjustment to the Issue Date
VWAP under this clause to ASX and the Holders within 10
Business Days of Westpac determining the adjustment and
the adjustment will be final and binding.
9.9 Status and listing of Ordinary Shares
(a) Ordinary Shares issued or arising from Conversion
will rank equally with, and will have the same rights
as, all other fully paid Ordinary Shares provided that
the rights attaching to the Ordinary Shares issued
or arising from Conversion do not take effect until
5.00pm (Sydney time) on the Conversion Date (or
such other time required by APRA).
(b) Westpac will use all reasonable endeavours to list the
Ordinary Shares issued on Conversion of Westpac
Capital Notes 5 on ASX.
9.10 Conversion where the Holder does not
wish to receive Ordinary Shares or is an
Ineligible Holder
(a) If Westpac Capital Notes 5 of a Holder are required to
be Converted and:

110
Westpac Capital Notes 5
(i) the Holder has notified Westpac that it does not
wish to receive Ordinary Shares as a result of
Conversion, which notice may be given at any
time on or after the Issue Date and no less than
15 Business Days prior to the Conversion Date; or
(ii) the Holder is an Ineligible Holder,
then, on the Conversion Date, all of the Holder’s
rights in relation to each such Westpac Capital Note
5 being Converted are immediately and irrevocably
terminated and Westpac will issue the Conversion
Number of Ordinary Shares to the Sale Agent for
no additional consideration to hold on trust for sale
for the benefit of the relevant Holder. At the first
opportunity to sell the Ordinary Shares, the Sale
Agent will arrange for their sale at market value
and pay the proceeds, less selling costs, brokerage,
stamp duty and other taxes and charges, to the
relevant Holder.
Westpac will be entitled to treat a Holder as not being
an Ineligible Holder unless the Holder has otherwise
notified it after the Issue Date and prior to the
Conversion Date.
(b) If Conversion under this clause 9.10 is occurring
because of the occurrence of a Capital Trigger Event
or Non-Viability Trigger Event and the Conversion
fails to take effect under clauses 5.2 or 5.4 or does
not occur for any other reason and the Ordinary
Shares are not issued to the Sale Agent for any
reason in respect of such Conversion by 5.00pm
on the fifth Business Day after the Capital Trigger
Event Conversion Date or Non-Viability Trigger Event
Conversion Date, then:
(i) such Westpac Capital Notes 5 or percentage
of the Face Value of Westpac Capital Notes 5
will not be Converted in respect of such Capital
Trigger Event Conversion Date or Non-Viability
Trigger Event Conversion Date (as the case may
be) and will not be Converted, Redeemed or
Transferred under these Terms on any subsequent
date; and
(ii) the relevant Holders’ rights (including to payment
of Distributions and Face Value and any other
payments) in relation to such Westpac Capital
Notes 5 or percentage of the Face Value of
Westpac Capital Notes 5 are immediately and
irrevocably terminated and such termination will
be taken to have occurred immediately upon
the Capital Trigger Event Conversion Date or
Non-Viability Trigger Event Conversion Date,
as the case may be.
9.11 Final Distribution
For the avoidance of doubt, Conversion may occur even
if Westpac, in its absolute discretion, does not pay a
Distribution for the final Distribution Period.
9.12 No Conversion after Winding Up commences
If before the Conversion Date a Winding Up commences,
then Conversion will not occur and clause 2 will apply,
except where Conversion is required for a Capital Trigger
Event or Non-Viability Trigger Event (in which case
such Conversion shall occur (subject to clause 5.8) in
accordance with clauses 5.2 or 5.4 (as applicable) and
clause 5.7).
9.13 Conversion of a percentage of Face Value
If under these Terms it is necessary to Convert a
percentage of the Face Value, this clause 9 will apply to
the Conversion as if references to the Face Value were
references to the relevant percentage of the Face Value to
be Converted multiplied by the Face Value and references
to the Westpac Capital Note(s) 5 were references to the
percentage of the Face Value of the Westpac Capital
Note(s) 5 to be Converted.
9.14 Consent to receive Ordinary Shares and
other acknowledgements
Subject to clause 5.8, each Holder irrevocably:
(a) upon receipt of the Conversion Number of Ordinary
Shares following Conversion of Westpac Capital
Notes 5 in accordance with clauses 4, 5 or 6 consents
to becoming a member of Westpac and agrees to be
bound by the constitution of Westpac, in each case in
respect of Ordinary Shares issued on Conversion;
(b) acknowledges and agrees that, unless it has given
notice in accordance with clause 9.10 that it does
not wish to receive Ordinary Shares as a result of
Conversion, it is obliged to accept Ordinary Shares
of Westpac on Conversion notwithstanding anything
that might otherwise affect a Conversion of Westpac
Capital Notes 5 including:
(i) any change in the financial position of Westpac
since the issue of the Westpac Capital Notes 5;
(ii) any disruption to the market or potential market
for Ordinary Shares or capital markets generally;
or
(iii) any breach by Westpac of any obligation in
connection with the Westpac Capital Notes 5;
(c) acknowledges and agrees that:
(i) Conversion is not subject to any conditions other
than those expressly provided for in these Terms;
(ii) subject to any conditions, Conversion must occur
immediately on the Conversion Date and that
may result in disruption or failures in trading or
dealings in the Westpac Capital Notes 5;
(iii) it will not have any rights to vote in respect of any
Conversion; and
(iv) notwithstanding clause 9.9, Ordinary Shares
issued on Conversion may not be quoted at the
time of Conversion or at all;
(d) acknowledges and agrees that where clause 5.8
applies, no other conditions or events will affect the
operation of that clause and it will not have any rights
to vote in respect of any termination under that clause;
(e) acknowledges and agrees that it has no right to
request that Westpac Convert Westpac Capital Notes
5; and
(f) acknowledges and agrees that it has no remedies
on account of the failure of Westpac to issue
Ordinary Shares in accordance with clauses 5.2 or
5.4 other than, subject to clause 5.8, to seek specific
performance of Westpac’s obligation to issue
Ordinary Shares.

APPENDIX B
111
Appendix B Westpac Capital Notes 5 Terms
10 Title and transfer of
Westpac Capital Notes 5
10.1 CHESS
While a Westpac Capital Note 5 remains in CHESS:
(a) the rights of a person holding an interest in the
Westpac Capital Note 5; and
(b) all dealings (including transfers and payments) in
relation to the Westpac Capital Note 5,
will be governed by and subject to the rules and
regulations of CHESS (but without affecting any of these
Terms which affect the eligibility of the Westpac Capital
Notes 5 as Additional Tier 1 Capital). To the extent of
any inconsistency:
(c) between these Terms (other than any of these Terms
which affect the eligibility of the Westpac Capital
Notes 5 as Additional Tier 1 Capital) and the rules and
regulations of CHESS, the rules and regulations of
CHESS prevail; and
(d) between any of these Terms which affect the
eligibility of the Westpac Capital Notes 5 as
Additional Tier 1 Capital and the rules and regulations
of CHESS, these Terms prevail.
10.2 Effect of entries in Westpac Capital
Notes 5 Register
Each entry in the Westpac Capital Notes 5 Register
of a person as a Holder constitutes:
(a) conclusive evidence of that person’s:
(i) absolute ownership of those Westpac Capital
Notes 5; and
(ii) entitlement to the other benefits given to Holders
under these Terms in respect of Westpac Capital
Notes 5; and
(b) an undertaking by Westpac to pay a Distribution and
any other amount in accordance with these Terms,
subject to correction of the Westpac Capital Notes 5
Register for fraud or error.
10.3 Non-recognition of interests
Except as required by law, Westpac and the Registrar must
treat the person whose name is entered in the Westpac
Capital Notes 5 Register as a Holder as the absolute owner
of that Westpac Capital Notes 5. This clause applies despite
any notice of ownership, trust or interest in that Westpac
Capital Notes 5.
10.4 Joint Holders
Where two or more persons are entered in the Westpac
Capital Notes 5 Register as joint Holders, they are taken to
hold those Westpac Capital Notes 5 as joint tenants with
rights of survivorship but the Registrar is not bound to
register more than three persons as joint Holders of any
Westpac Capital Notes 5.
10.5 Transfers
(a) A Holder may transfer Westpac Capital Notes 5:
(i) while Westpac Capital Notes 5 are registered
with CHESS, in accordance with the rules and
regulations of CHESS; or
(ii) at any other time:
(A) by a proper transfer under any other
applicable computerised or electronic system
recognised by the Corporations Act; or
(B) by any proper or sufficient instrument of
transfer of marketable securities under
applicable law, provided such instrument is
delivered to the Registrar with any evidence
the Registrar reasonably requires to prove
title to or the right to transfer Westpac
Capital Notes 5.
(b) Title to Westpac Capital Notes 5 passes when details
of the transfer are entered in the Westpac Capital
Notes 5 Register.
(c) Westpac Capital Notes 5 may be transferred in whole
but not in part.
(d) Westpac must comply with all Applicable Regulations
and any other relevant obligations imposed on it in
relation to the transfer of Westpac Capital Notes 5.
(e) Westpac must not charge any fee on the transfer of
Westpac Capital Notes 5.
(f) The Holder is responsible for any stamp duty or other
similar taxes which are payable in any jurisdiction
in connection with a transfer, assignment or other
dealing with Westpac Capital Notes 5.
(g) Upon registration and entry of the transferee in the
Westpac Capital Notes 5 Register, the transferor
ceases to be entitled to future benefits under these
Terms in respect of the transferred Westpac Capital
Notes 5.
(h) Subject to Applicable Regulations, Westpac may
determine that transfers of some or all Westpac
Capital Notes 5 will not be registered during any
period reasonably specified by it prior to the
Conversion Date, Redemption Date or Transfer Date
of such Westpac Capital Notes 5.
10.6 Refusal to register
Westpac may only refuse to register a transfer of Westpac
Capital Notes 5 if permitted by, or if such registration would
contravene or is forbidden by, Applicable Regulations or
these Terms.
If Westpac refuses to register a transfer, Westpac must
give the lodging party notice of the refusal and the reasons
for it within five Business Days after the date on which the
transfer was delivered to the Registrar.
10.7 Transmission
A person becoming entitled to Westpac Capital Notes 5
as a consequence of the death, bankruptcy, liquidation or
a winding-up of a Holder or of a vesting order by a court
or other body with power to make the order, or a person
administering the estate of a Holder, may, upon providing
evidence as to that entitlement or status, and if Westpac
so requires an indemnity in relation to the correctness of
such evidence, as Westpac considers sufficient, become
registered as the Holder of those Westpac Capital Notes 5.

112
Westpac Capital Notes 5
11 Payments
11.1 General
All payments in respect of Westpac Capital Notes 5:
(a) must be made:
(i) in Australian dollars; and
(ii) free of any set off, deduction or counter claim
except as required by law or any agreement with
a governmental authority;
(b) are subject to applicable fiscal and other laws and the
administrative practices and procedures of fiscal and
other authorities;
(c) will be made in accordance with:
(i) the rules and regulations of CHESS while Westpac
Capital Notes 5 remain in CHESS;
(ii) the particulars recorded in the Westpac Capital
Notes 5 Register on the relevant Record Date;
and
(iii) these Terms.
If the date scheduled for any payment under these
Terms (other than a payment made under clause 9.1(b)
in connection with the Conversion of Notes following a
Capital Trigger Event or a Non-Viability Trigger Event) is
not a Business Day, then the payment will be made on the
next Business Day (and without any additional interest or
other payment in respect of such delay).
All calculations of payments will be rounded to four
decimal places. For the purposes of making any payment in
respect of a Holder’s aggregate holding of Westpac Capital
Notes 5, any fraction of a cent will be rounded to the
nearest one Australian cent (with one half of an Australian
cent being rounded up to one Australian cent).
11.2 Payments to Holders
(a) Each payment in respect of a Westpac Capital Note
5 will be made to the person that is recorded in the
Westpac Capital Notes 5 Register as the Holder of
that Westpac Capital Note 5 on the Record Date for
that payment.
(b) A payment to any one joint Holder of a Westpac
Capital Note 5 will discharge Westpac’s liability
in respect of the payment.
11.3 Method of payments
(a) Westpac may, in its absolute discretion, pay to a
Holder or any other person entitled to any amount
payable in respect of a Westpac Capital Note 5:
(i) by crediting an account nominated in writing by
that Holder or person;
(ii) by cheque made payable to the Holder or person,
sent to the address of that Holder or person as
notified to Westpac by that Holder or person; or
(iii) in any other manner as Westpac determines
(provided that Distributions must always be
paid in cash).
(b) Westpac may send a cheque referred to in
clause 11.3(a)(ii), if relevant, to:
(i) the address in the Westpac Capital Notes 5
Register of the Holder;
(ii) if that Westpac Capital Note 5 is jointly held, the
address in the Westpac Capital Notes 5 Register
of the Holder named first in the register in respect
of the Westpac Capital Note 5; or
(iii) any other address which that person directs
in writing.
(c) If Westpac decides to make a payment by electronic
or other means determined under clause 11.3(a)(iii)
and an account is not nominated by the Holder or
joint Holder, Westpac may hold the amount payable
in a separate account of Westpac until the Holder
or joint Holder (as the case may be) nominates an
account, without any obligation to pay interest, and
the amount so held is to be treated as having been
paid to the Holder or joint Holder at the time it is
credited to that separate account of Westpac.
(d) All amounts payable but unclaimed may be invested
by Westpac as it thinks fit for the benefit of Westpac
until claimed or until required to be dealt with in
accordance with any law relating to unclaimed
moneys.
(e) Westpac (or any person through whom payments
are made), in its absolute discretion, may withhold
payment to a Holder where it is required to do
so under any applicable fiscal or other law or any
administrative practice or procedure of any fiscal
or other authority (including any law prohibiting
dealings with terrorist organisations or money
laundering, or any other type of sanction and
any withholding or deduction arising under or in
connection with FATCA), or where it has reasonable
grounds to suspect that the Holder may be subject
to any such law, administrative practice or procedure
or sanction or involved in acts of terrorism or money
laundering, and may deal with such payment and
the Holder’s Westpac Capital Notes 5 in accordance
with such applicable law, administrative practice
or procedure or the requirements of any relevant
government or regulatory authority.
(f) Westpac shall not be liable for any costs or loss
suffered by a Holder in exercising its discretion under
clause 11.3(e), even where a Holder later demonstrates
that they were not subject to such law, administrative
practice or procedure or sanction.
12 Taxation
12.1 Deductions
Westpac or the Nominated Party, as applicable, may
deduct or withhold any tax, duty, assessment, levy,
governmental charge or other amount from any
Distribution or amount payable upon Redemption or
Transfer to the Nominated Party of any Westpac Capital
Note 5 (or upon or with respect to the issuance of any
Ordinary Shares upon any Conversion), as required by
law or any agreement with a governmental authority. If
any such deduction or withholding has been made and
paid over to the relevant governmental authority and the
balance of the Distribution or other amount payable has
been paid (or, in the case of a Conversion, Ordinary Shares
issued) to the relevant Holder, then the full amount payable
(or, in the case of a Conversion, the Conversion Number
of Ordinary Shares) to such Holder shall be deemed to
have been duly paid and satisfied (or, in the case of a

APPENDIX B
113
Appendix B Westpac Capital Notes 5 Terms
Conversion, issued) by Westpac or the Nominated Party,
as applicable.
Westpac or the Nominated Party, as applicable, shall pay
the full amount required to be deducted or withheld to the
relevant governmental authority within the time allowed
for such payment without incurring any penalty under
applicable law and shall, if requested by any Holder, deliver
to such Holder confirmation of such payment without delay
after it is received by Westpac or the Nominated Party, as
applicable.
12.2 FATCA
Without limiting clause 12.1, if any withholding or deduction
arises under or in connection with FATCA, Westpac will
not be required to pay any further amounts on account of
such withholding or deduction or otherwise reimburse or
compensate, or make any payment to, a Holder for or in
respect of any such withholding or deduction.
12.3 Tax File Number withholdings
(a) Westpac will, if required, withhold an amount
from payment of Distributions on Westpac Capital
Notes 5 at the highest marginal tax rate plus the
highest Medicare levy if a Holder has not supplied
an appropriate tax file number, Australian business
number or exemption details.
(b) If a Holder supplies exemption details and Westpac
subsequently determines that the relevant exemption
was not available, Westpac may recover the amount
that should have been deducted from the relevant
Holder and may deduct that amount from any
subsequent payment due to that Holder in respect of
Westpac Capital Notes 5.
13 Amendment of these Terms
13.1 Amendment generally
No amendment to these Terms is permitted without APRA’s
prior written approval if such amendment would impact,
or potentially impact, the classification of the Westpac
Capital Notes 5 as Additional Tier 1 Capital on a Level 1 or
Level 2 basis.
13.2 Amendment without consent
Subject to clause 13.1, and complying with all applicable
laws and with APRA’s prior written approval (except in the
case of paragraph (a)(iii) below), Westpac may, without
the authority, assent or approval of Holders, amend
these Terms:
(a) if Westpac is of the opinion that the amendment is:
(i) of a formal, minor or technical nature;
(ii) made to cure any ambiguity;
(iii) made to correct any manifest error;
(iv) expedient for the purpose of enabling the
Westpac Capital Notes 5 to be listed for
quotation or to retain listing on any stock
exchange or to be offered for, or subscription for,
sale under the laws for the time being in force
in any place and it is otherwise not considered
by Westpac to be materially prejudicial to the
interests of Holders as a whole; or
(v) necessary to comply with the provisions of
any statute, the requirements of any statutory
authority, the ASX Listing Rules or the listing or
quotation requirements of any stock exchange on
which the Westpac Capital Notes 5 are quoted; or
(b) generally, in any case where such amendment
is considered by Westpac not to be materially
prejudicial to the interests of Holders as a whole.
13.3 Amendment with consent
Without limiting clause 13.2 and subject to clause 13.1,
Westpac may, with APRA’s prior written approval, amend
these Terms if the amendment has been approved by
a Special Resolution.
13.4 Amendment for Approved Successor
(a) Subject to clause 13.4(c), if:
(i) it is proposed that Westpac be replaced as the
ultimate holding company of the Westpac Group
by an Approved Successor ("Replacement"); and
(ii) the Approved Successor agrees to expressly
assume Westpac’s obligations under these
Terms by entering into a deed poll for the
benefit of Holders under which it agrees
(among other things):
(A) to deliver Approved Successor Shares under
all circumstances when Westpac would have
otherwise been obliged to deliver Ordinary
Shares on a Conversion, subject to the same
terms and conditions of these Terms as
amended by this clause 13.4;
(B) to comply with the restriction in clause 3.7
(with all appropriate modifications) of these
Terms; and
(C) to use all reasonable endeavours and
furnish all such documents, information
and undertakings as may be reasonably
necessary in order to procure quotation of
the Approved Successor Shares issued under
these Terms on the stock exchanges on which
the other Approved Successor Shares are
quoted at the time of a Conversion,
Westpac may, with APRA’s prior written approval,
but without the authority, assent or approval of
Holders, give a notice (an "Approved Replacement
Notice") to Holders (which, if given, must be given as
soon as practicable before the Replacement and in
any event no later than 10 Business Days before the
Replacement occurs) specifying the amendments
to these Terms which will be made in accordance
with this clause 13.4 to effect the substitution of
the Approved Successor as the debtor in respect of
Westpac Capital Notes 5 and the issuer of ordinary
shares on Conversion.
An Approved Replacement Notice, once given,
is irrevocable.
(b) If Westpac gives an Approved Replacement Notice to
Holders in accordance with clause 13.4(a), then with
effect on and from the date specified in the Approved
Replacement Notice:
(i) the Approved Successor will assume all of the
obligations of, and succeed to, and be substituted
for, and may exercise every right and power of,

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Westpac Capital Notes 5
Westpac under these Terms (as may be amended
from time to time) with the same effect as if
the Approved Successor had been named as
Westpac in these Terms;
(ii) Westpac (or any corporation which has previously
assumed the obligations of Westpac) will be
released from its liability under these Terms;
(iii) references to Westpac in these Terms will
be taken to be references to the Approved
Successor and references to Ordinary Shares
in these Terms will be taken to be references to
Approved Successor Shares;
(iv) such other amendments may be made to these
Terms as in Westpac’s reasonable opinion
are necessary and appropriate to effect the
substitution of an Approved Successor as debtor
in respect of Westpac Capital Notes 5 and the
issuer of the Approved Successor Shares on
Conversion in the manner contemplated by these
Terms (including such amendment as is necessary
or expedient for the purposes of complying with
the provisions of Chapter 2L of the Corporations
Act where the Approved Successor is not an
ADI).
(c) Where an amendment under clause 13.4(b) results in
Approved Successor Shares being issued to Holders,
each Holder agrees to become a member of the
Approved Successor immediately prior to the issue
of the Approved Successor Shares and appoints
Westpac as its attorney as contemplated under clause
14.10 to do all things necessary or desirable to give
effect to this clause 13.4.
(d) Westpac must not issue an Approved Replacement
Notice unless:
(i) the Approved Successor or another entity
which is not a member of the Westpac Group
and approved by APRA subscribes for Ordinary
Shares or other capital instruments acceptable
to APRA in such amount as may be necessary, or
take other steps acceptable to APRA to ensure
that the capital position of Westpac on a Level 1
and Level 2 basis as described in the Prudential
Standards will not be adversely affected,
including, if required by APRA or the Prudential
Standards, undertaking any capital injection
in relation to Westpac to replace the Westpac
Capital Notes 5; and
(ii) any capital injection carried out pursuant to
paragraph (i) is:
(A) unconditional;
(B) occurs simultaneously with the substitution
of the Approved Successor; and
(C) of equal or better quality capital and at least
the same amount as the Westpac Capital
Notes 5, unless otherwise approved by APRA
in writing.
(e) Nothing in this clause 13.4 prevents Westpac from
proposing, or limits, any scheme of arrangement or
other similar proposal that may be put to Holders or
other members of Westpac.
13.5 Meanings
In this clause "amend" includes modify, cancel, alter or add
to, and "amendment" has a corresponding meaning.
14 General
14.1 Not deposit liabilities or protected accounts
(a) Westpac Capital Notes 5 are not deposit liabilities of
Westpac nor protected accounts for the purposes of
the Banking Act or Financial Claims Scheme and are
not subject to the depositor protection provisions of
the Banking Act.
(b) No member of the Westpac Group (other than
Westpac) has any liability for Westpac Capital Notes
5 and neither Westpac nor any member of the
Westpac Group guarantees Westpac Capital Notes 5.
14.2 Further issues
Westpac reserves the right to issue further Westpac Capital
Notes 5 or other securities which rank senior to, equally
with or behind existing Westpac Capital Notes 5, whether
in respect to distributions, dividends, return of capital on a
Winding Up or otherwise.
14.3 No set-off
Neither Westpac nor any Holder is entitled to set-off any
amounts due in respect of the Westpac Capital Notes 5
against any amount of any nature owed by Westpac to the
Holder or by the Holder to Westpac (as applicable).
14.4 Quotation
Westpac must use all reasonable endeavours and furnish
all such documents, information and undertakings as may
be reasonably necessary in order to procure quotation of
Westpac Capital Notes 5 on the financial market operated
by ASX.
14.5 Meetings
The Deed Poll contains provisions for convening meetings
of the Holders. Any such meeting may consider any
matters affecting the interests of Holders, including,
without limitation, the amendment of these Terms and the
granting of approvals, consents and waivers.
14.6 Notices
The Deed Poll contains provisions for the giving of notices.
14.7 No other rights
Before Conversion, Westpac Capital Notes 5 confer no
rights on a Holder:
(a) to vote at, or receive notices of, any meeting of
shareholders of Westpac;
(b) to subscribe for new securities or to participate in any
bonus issues of securities of Westpac; or
(c) to otherwise participate in the profits or property
of Westpac, except as set out in these Terms.
14.8 Ability to trade, buy-back or purchase
(a) Westpac or any member of the Westpac Group
may, to the extent permitted by applicable laws and
regulations and with APRA’s prior written approval,

APPENDIX B
115
Appendix B Westpac Capital Notes 5 Terms
at any time buy or sell Westpac Capital Notes 5 in the
open market, by tender to all or some of the Holders,
by private agreement or in any other manner, at
any price.
(b) Subject to APRA’s prior written approval, Westpac
may purchase on-market or otherwise conduct a
buy-back in relation to Westpac Capital Notes 5 at
any time and at any price.
(c) Any Westpac Capital Note 5 purchased or
bought-back by Westpac pursuant to this clause is
immediately cancelled.
14.9 Waiver of immunity
Westpac irrevocably and unconditionally waives any
objection it may now or in the future have to the venue
of any proceedings, and any claim it may now or in the
future have that any proceedings have been brought in an
inconvenient forum, if that venue falls within clause 15.
14.10 Power of attorney
Each Holder irrevocably appoints each of Westpac, its
officers and any liquidator or administrator of Westpac
(each an "Attorney") severally to be the attorney of the
Holder with power in the name and on behalf of the Holder
to sign all documents and transfers and do any other thing
as may in the Attorney’s opinion be necessary or desirable
to be done in order for the Holder to observe or perform
the Holder’s obligations under these Terms.
The power of attorney given in this clause 14.10 is given for
valuable consideration and to secure the performance by
the Holder of the Holder’s obligations under these Terms
and is irrevocable.
15 Governing Law
These Terms are governed by the laws of New South
Wales, Australia. Each party irrevocably submits to the
non-exclusive jurisdiction of the courts of New South
Wales, and agrees that it will not object to the venue or
claim that the relevant action or proceedings have been
brought in an inconvenient forum.
16 Interpretation and definitions
16.1 Interpretation
The following rules of interpretation apply in these Terms
unless the contrary intention appears or the context
otherwise requires.
(a) Definitions and interpretation under Westpac’s
constitution will also apply to these Terms unless the
contrary intention is expressed.
(b) Unless the context otherwise requires, if there is any
inconsistency between the provisions of these Terms
and Westpac’s constitution then, to the maximum
extent permitted by law, the provisions of these Terms
will prevail.
(c) Unless otherwise specified, the Westpac Directors
may exercise all powers of Westpac under these
Terms as are not, by the Corporations Act or by
Westpac’s constitution, required to be exercised by
Westpac in general meeting.
(d) Notices may be given by Westpac to a Holder in the
manner prescribed by Westpac’s constitution for the
giving of notices to members of Westpac and the
relevant provisions of Westpac’s constitution apply
with all necessary modification to notices to Holders.
(e) Unless otherwise specified, a reference to a clause
is a reference to a clause of these Terms.
(f) If a calculation is required under these Terms, unless
the contrary intention is expressed, the calculation
will be rounded to four decimal places.
(g) If a payment is required to be made under these
Terms, unless the contrary intention is expressed, the
payment will be made in Australian dollars only.
(h) Any provisions which refer to the requirements
of APRA or any other prudential regulatory
requirements will apply to Westpac only if Westpac
is an entity, or the holding company of an entity,
subject to regulation and supervision by APRA at the
relevant time.
(i) Any provisions in these Terms requiring the prior
written approval by APRA for a particular course
of action to be taken by Westpac do not imply
that APRA has given its consent or approval to the
particular action as of the Issue Date.
(j) The terms takeover bid, relevant interest, scheme
of arrangement, buy-back and on-market buy-back
when used in these Terms have the meaning given in
the Corporations Act.
(k) Headings and boldings are for convenience only and
do not affect the interpretation of these Terms.
(l) The singular includes the plural and vice versa.
(m) A reference to a statute, ordinance, code or other law
includes regulations and other instruments under it
and consolidations, amendments, re-enactments or
replacements of any of them.
(n) Other than in relation to a Capital Trigger Event or a
Non-Viability Trigger Event (including a Conversion
of the Westpac Capital Notes 5 on a Capital Trigger
Event Conversion Date or Non-Viability Trigger Event
Conversion Date and any termination of rights under
clause 5.8) and other than as otherwise specified
in these Terms, if an event under these Terms must
occur on a stipulated day which is not a Business Day,
then the event will be done on the next Business Day.
(o) A reference to $, dollars or cents is a reference to the
lawful currency of Australia.
(p) A reference to time in these Terms is a reference to
Sydney, New South Wales, Australia time.
(q) Calculations, elections and determinations made by
Westpac under these Terms are binding on Holders
in the absence of manifest error.
(r) If any provision of these Terms is prohibited or
unenforceable in its terms but would not be
prohibited or unenforceable if it were read down, and
is capable of being read down, that provision must
be read down accordingly. If, despite this clause, a
provision is still prohibited or unenforceable, if the
provision would not be prohibited or unenforceable
if a word or words were omitted, the relevant words
must be severed and, in any other case, the whole
provision must be severed. However, the remaining
provisions of these Terms are of full force and effect.

116
Westpac Capital Notes 5
16.2 Definitions
In these Terms, except where the contrary intention appears:
Acquisition Event means:
(a) a takeover bid is made for Ordinary Shares and the
offer is, or becomes, unconditional and the bidder has
a relevant interest in more than 50% of the Ordinary
Shares on issue; or
(b) a court orders one or more meetings to be convened
to approve a scheme of arrangement under Part 5.1
of the Corporations Act which scheme would result in
a person having a relevant interest in more than 50%
of the Ordinary Shares that will be on issue after the
scheme is implemented and either:
(i) the relevant classes of members pass a resolution
approving the scheme; or
(ii) an independent expert issues a report that the
proposals in connection with the scheme are
in the best interests of the holders of Ordinary
Shares; or
(iii) Holders are treated as being a separate class
for the purposes of a scheme of arrangement in
respect of the replacement of Westpac as the
ultimate holding company of the Westpac Group.
Notwithstanding the foregoing, the proposed replacement
of Westpac as the ultimate holding company of the
Westpac Group shall not constitute an Acquisition Event if:
(c) the proposed successor holding company complies
with all applicable legal requirements and obtains any
necessary regulatory approvals (including APRA’s
prior written approval);
(d) the proposed successor holding company agrees
to take any necessary action to give effect to an
amendment to these Terms as contemplated in
clause 13.4;
(e) the ordinary shares of the proposed successor
holding company are to be listed on any
internationally recognised stock exchange;
(f) the proposed successor holding company has a place
of business in New South Wales or has appointed
a process agent in New South Wales to receive
service of process on its behalf in relation to any
legal proceedings arising out of or in connection with
Westpac Capital Notes 5;
(g) the proposed successor holding company has, in the
reasonable opinion of Westpac, the financial capacity
to satisfy Westpac’s obligations under these Terms
and the Deed Poll; and
(h) the proposed replacement of Westpac and the events
described in paragraphs (c) to (e) would not, in the
reasonable opinion of Westpac, otherwise adversely
affect the interests of Holders.
Acquisition Event Conversion Date has the meaning set
out in clause 5.9(a)(iii).
Additional Tier 1 Capital has the meaning prescribed by
APRA in the Prudential Standards.
ADI means an Authorised Deposit-taking Institution under
the Banking Act.
Administrative Action means any judicial decision, official
administrative pronouncement or action, published or
private ruling, interpretative decision, regulatory procedure
or policy, application of a regulatory procedure or policy
and any notice or announcement (including any notice
or announcement of intent to adopt or make any of
those things).
Applicable Regulations means the ASX Listing Rules,
the ASX Settlement Operating Rules, the rules and
regulations of CHESS, the Corporations Act and any rules
or regulations made under or pursuant to them.
Approved Replacement Notice has the meaning given
in clause 13.4(a).
Approved Successor means a holding company that
replaces, or is proposed to replace, Westpac as the ultimate
holding company of the Westpac Group and that satisfies
the requirements under paragraphs (c) to (h) of the
definition of ‘Acquisition Event’ in these Terms.
Approved Successor Share means a fully paid ordinary
share in the capital of the Approved Successor.
APRA means the Australian Prudential Regulation
Authority (ABN 79 635 582 658) or any authority
succeeding to its powers or responsibilities.
ASX means ASX Limited (ABN 98 008 624 691) or the
securities market operated by it, as the context requires.
ASX Listing Rules means the listing rules of ASX from
time to time with any modifications or waivers in their
application to Westpac, which ASX may grant.
ASX Operating Rules means the market operating rules
of ASX as amended, varied or waived by ASX from time
to time.
ASX Settlement Operating Rules means the settlement
operating rules of ASX from time to time with any
applicable modification or waiver granted by ASX.
Bank Bill Rate has the meaning given in clause 3.1.
Banking Act means the Banking Act 1959 (Cth).
Bookbuild means a process conducted by or on behalf
of Westpac whereby bids are lodged for the Westpac
Capital Notes 5, and, on the basis of those bids, Westpac
determines the Margin.
Business Day means a day which is:
(a) a business day as defined in the ASX Listing Rules;
and
(b) for all purposes other than any calculation in respect
of a Conversion, a date on which banks are open for
general business in Sydney.
Buy Back means a transaction involving the acquisition by
Westpac of its Ordinary Shares pursuant to the provisions
of Part 2J of the Corporations Act.
Capital Reduction means a reduction in capital by Westpac
of its Ordinary Shares in any way permitted by the
provisions of Part 2J of the Corporations Act.
Capital Securities means shares or any equity, hybrid or
subordinated debt capital security (whether comprised
of one or more instruments) issued by Westpac excluding
the Westpac Capital Notes 5. Capital Security has the
corresponding meaning.
Capital Trigger Event has the meaning given in clause 5.1.

APPENDIX B
117
Appendix B Westpac Capital Notes 5 Terms
Capital Trigger Event Conversion Date has the meaning
set out in clause 5.2(d)(iii).
Change of Law means:
(a) an amendment to, change in or announced
prospective change that has been or will be
introduced in any laws or regulations under those
laws affecting taxation in Australia;
(b) a judicial decision interpreting, applying or clarifying
laws or regulations affecting taxation in Australia;
(c) an administrative pronouncement, ruling,
confirmation, advice or action (including a failure
or refusal to provide a ruling) affecting taxation
in Australia that represents an official position,
including a clarification of an official position of the
governmental authority or regulatory body making
the administrative pronouncement or taking any
action; or
(d) a challenge in relation to (or in connection with) the
tax treatment of Westpac Capital Notes 5 asserted or
threatened in writing from a governmental authority
or regulatory body in Australia,
which amendment or change is announced or which
action or clarification or challenge occurs on or after the
Issue Date and which Westpac did not expect as at the
Issue Date.
CHESS means the Clearing House Electronic Subregister
System operated by ASX Settlement Pty Limited
(ABN 49 008 504 532).
Chi-X means Chi-X Australia Pty Ltd (ABN 47 129 584 667).
Common Equity Tier 1 Capital has the meaning prescribed
by APRA in the Prudential Standards.
Conversion means the conversion of all, some or in the
case of a Capital Trigger Event or Non-Viability Trigger
Event only, a proportion of the Face Value of each of the,
Westpac Capital Notes 5 into Ordinary Shares under these
Terms and Convert and Converted have corresponding
meanings.
Conversion Date means the applicable:
(a) Scheduled Conversion Date;
(b) Capital Trigger Event Conversion Date;
(c) Non-Viability Trigger Event Conversion Date;
(d) Acquisition Event Conversion Date; or
(e) Optional Conversion Date.
Conversion Number has the meaning given in clause 9.1.
Corporations Act means the Corporations Act 2001 (Cth).
Deed Poll means the deed poll entitled “Westpac Capital
Notes 5 Deed Poll” executed by Westpac and dated on or
around the date of the Bookbuild.
Distribution has the meaning given in clause 3.1.
Distribution Payment Date has the meaning given in
clause 3.5.
Distribution Period means the period from (but excluding)
the Issue Date until (and including) the first Distribution
Payment Date or thereafter from (but excluding) each
Distribution Payment Date until (and including) the next
Distribution Payment Date.
Distribution Rate has the meaning given in clause 3.1.
Dividends means any interim, final or special dividends
payable in accordance with the Corporations Act and
Westpac’s constitution in relation to Ordinary Shares.
Equal Ranking Capital Security means:
(a) in the case of a dividend, distribution or interest in
respect of the Capital Security, a Capital Security
(including Westpac CPS 2012, Westpac Capital Notes,
Westpac Capital Notes 2, Westpac Capital Notes
3, Westpac Capital Notes 4 and Westpac USD AT1
Securities) which ranks or is expressed to rank for
payment of a dividend, distribution or interest equally
with Westpac Capital Notes 5; and
(b) in the case of redemption or repayment of, reduction
of capital on, cancellation of or acquisition of the
Capital Security, a Capital Security (including
Westpac CPS 2012, Westpac Capital Notes, Westpac
Capital Notes 2, Westpac Capital Notes 3, Westpac
Capital Notes 4 and Westpac USD AT1 Securities)
which ranks or is expressed to rank equally with
Westpac Capital Notes 5 for repayment or a return
of capital if Westpac is wound up.
Face Value means as applicable either:
(a) the Initial Face Value; or
(b) the Initial Face Value reduced by the amount of
Face Value per Westpac Capital Note 5 which has
previously been Converted in accordance with clause
5.2 or clause 5.4 or the rights in respect of which have
been terminated in accordance with clause 5.8.
FATC A means sections 1471 through 1474 of the United
States Internal Revenue Code of 1986, as amended (or any
consolidation, amendment, re-enactment or replacement
of those provisions and including any regulations or official
interpretations issued, agreements entered into or non-US
laws enacted with respect to those provisions).
Financial Claims Scheme means the financial claims
scheme established under the Banking Act.
First Scheduled Conversion Condition has the meaning set
out in clause 4.2(a)(i).
Holder means, in respect of a Westpac Capital Note 5, the
person whose name is for the time being entered in the
Westpac Capital Notes 5 Register as the owner of it or,
where it is held jointly by two or more persons, the persons
whose names appear in the Westpac Capital Notes 5
Register as the joint owners of the Westpac Capital Note 5.
Ineligible Holder means either:
(a) a Holder who is prohibited or restricted by any
applicable law or regulation in force in Australia
(including but not limited to Chapter 6 of the
Corporations Act, the Foreign Acquisitions and
Takeovers Act 1975 (Cth), the Financial Sector
(Shareholdings) Act 1998 (Cth) and Part IV of the
Competition and Consumer Act 2010 (Cth)) from
being offered, holding or acquiring Ordinary Shares
(provided that if the relevant prohibition or restriction
only applies to the Holder in respect of some of its
Westpac Capital Notes 5, it shall only be treated as an
Ineligible Holder in respect of those Westpac Capital
Notes 5 and not in respect of the balance of its
Westpac Capital Notes 5); or
(b) a Holder whose address in the Westpac Capital
Notes 5 Register is a place outside Australia or who

118
Westpac Capital Notes 5
Westpac otherwise believes may not be a resident
of Australia and Westpac is not satisfied that the
laws of the Holder’s country of residence permit
the offer, holding or acquisition of Ordinary Shares
to the Holder (but Westpac will not be bound to
enquire into those laws), either unconditionally or
after compliance with conditions which Westpac, in
its absolute discretion, regards as acceptable and not
unduly onerous.
Initial Face Value means $100 per Westpac Capital Note 5.
Issue Date means the date on which Westpac Capital
Notes 5 are issued, which is expected to be on or about
13 March 2018.
Issue Date VWAP means the VWAP during the period of
20 Business Days on which trading in Ordinary Shares took
place immediately preceding but not including the Issue
Date, as adjusted in accordance with clauses 9.4 to 9.7.
Level 1 and Level 2 has the meaning prescribed by APRA in
the Prudential Standards.
Liquidator means the liquidator or other official responsible
for the conduct and administration of a Winding Up.
Liquidation Sum means an amount of surplus assets equal
to $100 per Westpac Capital Note 5 (as adjusted for any
Conversion under clauses 5.2 or 5.4 or any termination
of rights under clause 5.8).
Margin has the meaning given in clause 3.1.
Maximum Conversion Number has the meaning given
in clause 9.1.
Next Distribution Payment Date means the scheduled
quarterly Distribution Payment Date immediately following
the date on which the Optional Conversion Notice,
Redemption Notice or Transfer Notice (as applicable)
was given by Westpac provided that if such Distribution
Payment Date is less than 21 Business Days following the
date on which such notice was given then it shall be the
immediately following Distribution Payment Date.
Nominated Party means one or more third parties selected
by Westpac in its absolute discretion (which cannot
include a member of the Westpac Group or a related entity
(as described in the Prudential Standards) of Westpac).
Non-Viability Trigger Event has the meaning given in
clause 5.3.
Non-Viability Trigger Event Conversion Date has the
meaning set out in clause 5.4(c)(iii).
Optional Conversion means a Conversion in accordance
with clause 6.
Optional Conversion Date means, in respect of each
Westpac Capital Note 5:
(a) 22 September 2025; or
(b) the date specified by Westpac as the Optional
Conversion Date in accordance with
clause 6.3(b)(i)(B).
Optional Conversion Notice means a notice issued
in accordance with clause 6.
Optional Conversion Restriction has the meaning given
in clause 6.2.
Ordinary Share means a fully paid ordinary share in the
capital of Westpac.
Prospectus means the prospectus relating to the offer of
Westpac Capital Notes 5 dated on or about 5 February 2018
and any supplementary or replacement prospectus.
Prudential Standards means the Prudential Standards and
guidelines published by APRA and applicable to Westpac
or the Westpac Group from time to time.
Reclassification has the meaning given in clause 9.3.
Record Date means, in the case of:
(a) the payment of Distributions, the date which is
eight calendar days before the relevant Distribution
Payment Date or, if that date does not fall on a
Business Day, the immediately preceding Business
Day (or such other date as may be prescribed under
the ASX Listing Rules or, if not prescribed by the ASX
Listing Rules, a date determined by Westpac and
notified to ASX); and
(b) the payment of the Face Value of the Westpac
Capital Note 5 upon a Redemption or Transfer, a date
determined by Westpac and notified to ASX (or such
other date as may be prescribed by ASX).
Redemption means the redemption of all or some
Westpac Capital Notes 5 for their Face Value under these
Terms and Redeem, Redeemable and Redeemed have
corresponding meanings.
Redemption Date means, in respect of each Westpac
Capital Note 5:
(a) 22 September 2025; or
(b) the date specified by Westpac as the Redemption
Date in accordance with clause 7.2(b)(i)(B).
Redemption Notice means a notice issued in accordance
with clause 7.
Registrar means Link Market Services Limited
(ABN 54 083 214 537) or any other person appointed by
Westpac to maintain the Westpac Capital Notes 5 Register.
Regulatory Event means either:
(a) as a result of:
(i) any amendment to, clarification of, or change
(including any announcement of a prospective
change that has been or will be introduced) in the
laws or regulations of Australia; or
(ii) any Administrative Action or any amendment to,
clarification of, or change in an Administrative
Action,
in each case by any legislative body, court,
government authority or regulatory body
(irrespective of the manner in which such
amendment, clarification, change or Administrative
Action is effective or Administrative Action is
announced) after the Issue Date provided it was not
expected by Westpac as at the Issue Date:
(iii) additional requirements would be imposed on the
Westpac Group in relation to the Westpac Capital
Notes 5; or
(iv) there would be a negative impact on the Westpac
Group in relation to (or in connection with)
Westpac Capital Notes 5,

APPENDIX B
119
Appendix B Westpac Capital Notes 5 Terms
in relation to which Westpac has received a supporting
opinion of reputable legal counsel in Australia,
experienced in such matters, or confirmation from
APRA, and which Westpac determines, at its sole
discretion, to be unacceptable; or
(b) as a result of any amendment to, clarification
of, or change (including any announcement of
a prospective change that has been or will be
introduced) in any laws or regulations (including
the Prudential Standards) by any legislative
body, court, government authority or regulatory
body (irrespective of the manner in which such
amendment, clarification or change is effective) after
the Issue Date, Westpac determines, after having
received a supporting opinion of reputable legal
counsel in Australia, experienced in such matters,
or confirmation from APRA, that all, some or a
proportion of the Face Value of all or some, Westpac
Capital Notes 5 are not or will not be treated as
Additional Tier 1 Capital of the Westpac Group under
the Prudential Standards, other than as a result of a
change of treatment expected by Westpac as at the
Issue Date or because Westpac has exceeded a limit
or other restriction on the recognition of Additional
Tier 1 Capital which was in effect on the Issue Date or
which on the Issue Date is expected by Westpac to
come into effect.
Relevant Security means a security forming part of the
Tier 1 Capital of Westpac on a Level 1 basis or Level 2 basis.
Replacement has the meaning given in clause 13.4(a).
Sale Agent means the nominee (who cannot be a member
of the Westpac Group or a related entity (as described
in the Prudential Standards) of Westpac) appointed by
Westpac under the facility established for the sale of
Ordinary Shares issued by Westpac on Conversion on
behalf of Holders who do not wish to receive Ordinary
Shares on Conversion or who are Ineligible Holders.
Scheduled Conversion Conditions means the conditions
in clause 4.2.
Scheduled Conversion Date has the meaning given
in clause 4.1.
Second Scheduled Conversion Condition has the meaning
set out in clause 4.2(a)(ii).
Senior Creditors means all creditors of Westpac (present
and future), including depositors of Westpac and all
holders of Westpac’s senior or subordinated debt:
(a) whose claims are admitted in a Winding Up; and
(b) whose claims are not made as holders of
indebtedness arising under:
(i) an Equal Ranking Capital Security; or
(ii) an Ordinary Share.
Solvent Reconstruction means a scheme of amalgamation
or reconstruction, not involving a bankruptcy or insolvency,
where the obligations of Westpac in relation to the
outstanding Westpac Capital Notes 5 are assumed by
the successor entity to which all, or substantially all of
the property, assets and undertaking of Westpac are
transferred or where an arrangement with similar effect not
involving a bankruptcy or insolvency is implemented.
Special Resolution means:
(a) a resolution passed at a meeting of Holders by a
majority of at least 75% of the votes validly cast by
Holders in person or by proxy and entitled to vote on
the resolution; or
(b) the written approval of Holders holding at least 75%
of the Westpac Capital Notes 5.
Subsidiary has the meaning given in the Corporations Act.
Tax Act means:
(a) the Income Tax Assessment Act 1936 (Cth) or the
Income Tax Assessment Act 1997 (Cth) (both as
amended from time to time, as the case may be,
and a reference to any section of the Income Ta x
Assessment Act 1936 (Cth) includes a reference
to that section as rewritten in the Income Ta x
Assessment 1997 (Cth)); and
(b) any other law setting the rate of income tax payable;
and
(c) any regulation made under such laws.
Tax Event occurs when Westpac determines, after
receiving a supporting opinion of reputable legal counsel or
other tax adviser in Australia, experienced in such matters,
that (as a result of a Change of Law) there is a more than
insubstantial risk that:
(a) Westpac would be exposed to a more than de
minimis adverse tax consequence or increased cost in
relation to Westpac Capital Notes 5; or
(b) any Distribution would not be a frankable distribution
within the meaning of Division 202 of the Tax Act.
Terms means these terms and conditions of Westpac
Capital Notes 5.
Tier 1 Capital has the meaning prescribed by APRA in the
Prudential Standards.
Transfer means the transfer of Westpac Capital Notes 5 by
Holders to a Nominated Party in accordance with clause 8
and Transferred has a corresponding meaning.
Transfer Date means, in respect of each Westpac Capital
Note 5:
(a) 22 September 2025; or
(b) the date specified by Westpac as the Transfer Date
in accordance with clause 8.2(b)(i)(B).
Transfer Notice means a notice issued in accordance with
clause 8.
VWA P means, subject to any adjustments under clauses 9.2
and 9.3, the average of the daily volume weighted average
sales prices (such average and each such daily average
sales price being expressed in Australian dollars and cents
and rounded to the nearest full cent, with A$0.005 being
rounded upwards) of Ordinary Shares sold on ASX and
Chi-X during the relevant period or on the relevant days
but does not include any “crossing” transacted outside the
“Open Session State” or any “special crossing” transacted
at any time, each as defined in the ASX Operating Rules or
any overseas trades or trades pursuant to the exercise of
options over Ordinary Shares.

120
Westpac Capital Notes 5
VWAP Period means:
(a) in the case of a Conversion resulting from an
Acquisition Event the lesser of:
(i) 20 Business Days on which trading in Ordinary
Shares took place immediately preceding (but
not including) the Acquisition Event Conversion
Date; and
(ii) the number of Business Days after the occurrence
of the Acquisition Event on which:
(A) the Ordinary Shares are quoted for trading
on ASX; and
(B) trading in Ordinary Shares took place,
in each case immediately preceding (but
not including) the Business Day before the
Acquisition Event Conversion Date;
(b) in the case of a Conversion resulting from a Capital
Trigger Event, or a Non-Viability Trigger Event,
the period of 5 Business Days on which trading in
Ordinary Shares took place immediately preceding
(but not including) the Conversion Date;
(c) in the case of any other Conversion, the period of
20 Business Days on which trading in Ordinary Shares
took place immediately preceding (but not including)
the Conversion Date; or
(d) otherwise, the period for which the VWAP is to be
calculated in accordance with these Terms.
Westpac means Westpac Banking Corporation
(ABN 33 007 457 141).
Westpac Capital Notes means the notes issued by
Westpac under the note deed poll dated 30 January 2013.
Westpac Capital Notes 2 means the notes issued by
Westpac under the note deed poll dated 7 May 2014.
Westpac Capital Notes 3 means the notes issued by
Westpac, acting through its London branch, under the note
deed poll dated 27 July 2015.
Westpac Capital Notes 4 means the notes issued by
Westpac, under the note deed poll dated 23 May 2016.
Westpac Capital Notes 5 means the Westpac Capital
Notes 5 issued by Westpac under these Terms.
Westpac Capital Notes 5 Register means the register of
Holders maintained by Westpac or its agent and includes
any subregister established and maintained under CHESS.
Westpac CPS 2012 means the convertible preference
shares of Westpac designated as Westpac CPS.
Westpac Directors means some or all of the directors of
Westpac acting as a board.
Westpac Group means Westpac and its controlled entities
taken as a whole.
Westpac Level 1 Common Equity Tier 1 Capital Ratio
means, in respect of the Westpac Level 1 Group, the ratio
of the Common Equity Tier 1 Capital of the Westpac
Level 1 Group to the risk weighted assets of the Westpac
Level 1 Group, calculated in accordance with the
Prudential Standards.
Westpac Level 1 Group means either:
(a) Westpac; or
(b) the “extended licensed entity” which is comprised of
Westpac and each Subsidiary of Westpac as specified
in any approval granted by APRA in accordance with
the Prudential Standards.
Westpac Level 2 Common Equity Tier 1 Capital Ratio
means, in respect of the Westpac Level 2 Group, the
ratio of the Common Equity Tier 1 Capital of the Westpac
Level 2 Group to the risk weighted assets of the Westpac
Level 2 Group, calculated in accordance with the
Prudential Standards.
Westpac Level 2 Group means Westpac and each
Subsidiary that is recognised by APRA as part of Westpac’s
Level 2 group in accordance with the Prudential Standards.
Westpac USD AT1 Securities means the fixed rate resetting
perpetual subordinated contingent convertible securities
issued by Westpac, acting through its New Zealand
branch, under the indenture dated 7 September 2017, as
supplemented by the first supplemental indenture dated
21 September 2017.
Winding Up means:
(a) a court order is made in Australia for the winding up
of Westpac; or
(b) an effective resolution is passed by shareholders or
members for the winding up of Westpac in Australia,
other than in connection with a Solvent
Reconstruction.
A Winding Up must be commenced by a court order or an
effective resolution of shareholders or members. Neither
(i) the making of an application, the filing of a petition,
or the taking of any other steps for the winding up of
Westpac (or any other procedure whereby Westpac may
be dissolved, liquidated, sequestered or cease to exist as
a body corporate), nor (ii) the appointment of a receiver,
administrator, administrative receiver, compulsory manager,
ADI statutory manager or other similar officer (other than
a Liquidator) in respect of Westpac, constitutes a Winding
Up for the purposes of these Terms.
16.3 Inconsistency with ASX Listing Rules
So long as Westpac Capital Notes 5 are quoted on ASX,
these Terms as they relate to those Westpac Capital Notes
5 are to be interpreted in a manner consistent with the
applicable ASX Listing Rules, provided always that where
a clause of these Terms is required to give effect to the
Prudential Standards, the interpretation which gives effect
to that APRA requirement shall prevail.

WESTPAC CAPITAL NOTES 5 OFFER – BROKER FIRM APPLICATION FORM
WBC BRO002
X
CHESS PARTICIPANTS – Please insert your CHESS HIN if you want to add your Notes to a specific CHESS holding
(minimum 50 Notes (A$5,000) and in multiples of 10 Notes (A$1,000) thereafter)
Number of Notes applied forApplication PaymentIssue Price per Note
at =
0
0
000
A$100
0
, ,
A$ , , .
This Broker Firm Application Form relates to the Broker Firm Offer by Westpac of Westpac Capital Notes 5 (Notes) made under the Prospectus dated
13 February 2018.
This Broker Firm Application Form should be read in conjunction with the Prospectus and must not be distributed unless attached to, or accompanied
by, the Prospectus. The Prospectus contains important information about investing in Notes and you should read the Prospectus in full before applying
for Notes.
Please contact your Syndicate Broker for information on how to submit your Broker Firm Application Form and your Application Payment.
Instructions on how to complete this Application Form (and other important information) may be found on the reverse side of this Application
Form. If you are in any doubt as to how to complete this Application Form, please contact your Syndicate Broker or other professional
adviser without delay.
Title First name Middle name
Applicant #1 – Surname / Company name (or joint applicant #1)
Designated Account e.g., <Super Fund> (or joint applicant #3)
Title First name Middle name
Joint applicant #2 – Surname / Company name
CONTACT DETAILS – if we need to contact you about your Application
PO Box / RMB / Locked bag / Care of (c/-) / Property name / Building name (if applicable)
Suburb / City or Town State Postcode Country
Unit number / Level Street number Street name
Email address
Westpac Banking Corporation (Westpac)
ABN 33 007 457 141
LODGEMENT INSTRUCTIONS
The Closing Date for the Broker Firm Offer is expected to be 5.00pm (Sydney time) on 6 March 2018.
*Westpac and the Joint Lead Managers may, in their absolute discretion, close the Offer early or extend the Offer Period without notice.
Westpac may also withdraw the Offer at any time before Notes are issued.
This Broker Firm Application Form cannot be completed electronically.
Please return your Broker Firm Application Form and Application Payment to the Syndicate Broker who offered you an Allocation under the
Broker Firm Offer, in accordance with their instructions, and NOT to the Registrar or Westpac. Completed Broker Firm Application Forms
and Application Payments must be received by your Syndicate Broker with sufficient time for your Syndicate Broker to process the
Application by the Closing Date for the Broker Firm Offer. Application Forms and Application Payments will not be accepted at any
Westpac branch or office.
Capitalised terms used in this Broker Firm Application Form have the meanings given to them in the Prospectus.
A
C
D
E
B
PLEASE COMPLETE DETAILS BELOW
( )
Telephone – during business hours / mobile Contact name (PRINT)
NOT FOR DISTRIBUTION IN THE UNITED STATES
Broker Firm Offer Closing Date
5.00pm (Sydney time) 6 March 2018*
FURTHER INFORMATION
Online: www.westpac.com.au/westpaccapnotes5
Information Line: 1300 784 494
(local call cost within Australia)
WARNING – Westpac Capital Notes 5 are not deposit
liabilities of Westpac, are riskier than bank deposits
and may not be suitable for some investors. Their
overall complexity may make them difficult to
understand and the risks associated with the Notes
could result in the loss of all of your investment. If
you do not fully understand how they work or the
risks associated with them, you should obtain
professional advice.

HOW TO COMPLETE THE BROKER FIRM APPLICATION FORM
CORRECT FORMS OF REGISTRABLE NAME(S)
ONLY legal entities or natural persons are allowed to hold Notes. Applications must be in the name(s) of natural persons or companies. At least one full given name and a surname
is required for each natural person. The name of the beneficiary or any other non-registrable name may be included by way of an account designation if completed exactly as
described below.
Put the name(s) of any joint Applicants and/or account description using < > as indicated above in designated spaces at Section C on this Broker Firm Application Form.
A Number of Notes applied for: Enter the number of Notes you wish to apply for. The
Application must be for a minimum of 50 Notes (A$5,000) and in multiples of 10 Notes
(A$1,000) thereafter.
B Application Payment: Enter the amount of your Application Payment. To calculate the
amount, multiply the number of Notes applied for by the Issue Price (A$100). Amounts
should be in Australian dollars. Application Payments must be received by your Syndicate
Broker in sufficient time for them to process your Application by the Closing Date.
C Registrable name(s): Enter the full name you wish to appear on your Holding
Statement. This must be either your own name or the name of a company. Up to three
joint Applicants may register. You should refer to the table below for the correct forms
of registrable names. Applications using the wrong form of names may be rejected or
delayed. If you supply a CHESS HIN, ensure that name/address details correspond
exactly with your CHESS registration.
D Contact details: Enter your contact details in case we need to contact you in relation
to your Application.
E CHESS Participant: If you are a CHESS participant (or are sponsored by a CHESS
participant) and you wish to hold Notes Allocated to you (under this Application) on
the CHESS sub-register, enter your CHESS Holder Identification Number (HIN).
Notes will only be issued under an existing CHESS HIN if your full name and
address details on this Broker Firm Application Form are identical to your
CHESS registration details. If your CHESS registration details are not identical, you
will not be able to include any Notes Allocated to you on your existing CHESS HIN.
Instead, you will be issued with an issuer-sponsored holding and allocated a unique
Securityholder Reference Number (SRN) for any Notes Allocated to you. Once Notes
have been Allotted, you may be able to combine your Notes holding with your existing
CHESS sponsored holdings by contacting your broker.
Type of investorCorrect form of registrationIncorrect form of registration
Individual
Insert given name(s) in full, not initialsMrs Jane Mary SmithJ M Smith
Joint holdings
Insert full and complete namesMr Peter Paul Jones & Ms Mary Ann JonesPeter Paul & Mary Ann Jones
Minor (a person under the age of 18 years)
Insert the name of a responsible adult with an appropriate designationMs Mary Ann Jones <Henry Jones A/C>Master Henry Jones
Long namesMr James Peter Paul Jones-SmithMr James P P Jones-Smith
Company
Insert Company’s full title, not abbreviationsABC Pty LtdABC P/L or ABC Co
Superannuation funds
Insert the name of the trustee of the fundABC Pty Ltd <Super Fund A/C>ABC Pty Ltd Superannuation Fund
Trusts
Insert the trustee(s) personal name(s) or company name (in the case of a corporate trustee)
Mr Peter Paul Jones <Peter Paul Jones A/C>
or ABC Pty Ltd <Peter Jones A/C>Peter Paul Jones Family Trust
Partnerships
Insert the partners’ personal names
Mr Peter Paul Jones & Mr James Michael
Jones-SmithPeter Jones & Son
Clubs / Unincorporated bodies / Business names
Insert office bearer(s) personal name(s)
Mr Peter Paul Jones <Vintage Wine Club
A/C>Vintage Wine Club
Deceased estates
Insert the executor(s) personal name(s)
Mr Peter Paul Jones & Mrs Jane Mary
Smith <Estate Harold Peter Jones>Estate of the late Harold Peter Jones
Personal Information Collection Notification Statement: Westpac advises that once you become a holder of Notes, personal information about you will be held on the public
register in accordance with Chapter 2C of the Corporations Act. The personal information submitted on this Broker Firm Application Form will be collected, used and disclosed as
set out in the acknowledgement and privacy statement in Section 7.13 of the Prospectus. If some or all of the information is not collected then it might not be possible to process your
Application or administer your holding. For details about the personal information handling practices of the Registrar, including collection, use, disclosure and how you may access
and correct your personal information and raise privacy concerns, visit Link Market Services Limited (“Link”) at www.linkmarketservices.com.au for a copy of the Link Group
condensed privacy statement, or contact Link by phone on +61 1800 502 355 (free call within Australia), 9.00am to 5.00pm (Sydney time), Monday to Friday (excluding public
holidays) to request a copy of Link’s complete privacy policy. For more information about how your personal information will be collected, used and disclosed by Westpac, please see
Westpac’s privacy policy, which is available on Westpac’s website at www.westpac.com.au/privacy.
ACCEPTANCE OF THE OFFER
By returning this Broker Firm Application Form and Application Payment to my/our
Syndicate Broker in accordance with their instructions, I/we:
• acknowledge having personally received a printed copy or electronic copy of the full
Prospectus (and any supplementary or replacement document) accompanying this
Broker Firm Application Form and declare that I/we have read them all in full;
• agree to be registered as a holder of Notes and to be bound by the terms of the Offer,
the Prospectus, the Westpac Capital Notes 5 Terms and the Notes Deed Poll;
• declare that all details and statements in this Broker Firm Application Form are
complete and accurate;
• declare that each Applicant, if a natural person, is over 18 years of age;
• acknowledge and declare that I/we consent to the use and disclosure of my/our
personal information by Westpac and members of the Westpac Group (and their
agents, including the Registrar, on Westpac’s behalf) in the manner set out in Section
7.13 of the Prospectus;
• acknowledge that once I/we submit this Broker Firm Application Form I/we may not
modify or withdraw it subject to applicable law;
• apply for the number of Notes at the Australian dollar amount shown on the front of
this Broker Firm Application Form and agree to be issued such number of Notes or a
lesser number (or no Notes at all), as described in the Prospectus;
• authorise Westpac and the Joint Lead Managers and their respective officers or
agents, to do anything on my/our behalf necessary for Notes to be Allocated to me/
us, including to act on instructions received by the Registrar upon using the contact
details provided in Section D;
• acknowledge that the information contained in the Prospectus (and any supplementary
or replacement document) is not financial product or investment advice or a
recommendation that Notes are suitable for me/us, and has been prepared without
taking into account my/our investment objectives, financial situation or particular
needs;
• declare that I am/we are an Australian resident(s);
• represent and warrant that I am/we are not acting for the account or benefit of any
person to whom it would not be lawful to make the Offer under applicable securities
laws;
• represent and warrant that I am/we are not in a jurisdiction in which it would not be
lawful for the Offer to be made to me/us, and that I am/we are not in the United States
and I am/we are not a US Person (and not acting for the account or benefit of a US
Person), and I/we will not offer, sell, deliver or transfer Notes in the United States or
to, or for the account or benefit of, any US Person;
• acknowledge that the Notes are not deposit liabilities or protected accounts of
Westpac for the purposes of the Banking Act or Financial Claims Scheme, are not
subject to the depositor protection provisions of Australian banking legislation
(including the Australian Government guarantee of certain bank deposits), and are
not guaranteed or insured by the Australian govern
[TRUNCATED]

Westpac Capital Notes 5 – Completion of Bookbuild Westpac Self-Funding Instalments over securities in WPL

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.