Appendix 3B

Appendix 3B
New issue announcement
 
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
 
 

Westpac Banking Corporation
Appendix 3B – Page 1
Appendix 3B

New issue announcement,
application for quotation of additional securities
and agreement

Information or documents not available now must be given to ASX as soon as available. Information and
documents given to ASX become ASX’s property and may be made public.

Name of entity
Westpac Banking Corporation (Westpac)

ABN
33 007 457 141

We (the entity) give ASX the following information.

Part 1 - All issues
You must complete the relevant sections (attach sheets if there is not enough space).

1 Class of securities issued or to
be issued
Westpac Capital Notes 5

2 Number of securities issued or
to be issued (if known) or
maximum number which may be
issued
16,903,383

3 Principal terms of the securities
(eg, if options, exercise price
and expiry date; if partly paid
securities, the amount
outstanding and due dates for
payment; if convertible
securities, the conversion price
and dates for conversion)
Refer to the Westpac Capital Notes 5 Prospectus lodged with
ASX on 13 February 2018 (“Prospectus”) (in particular, the
“Investment overview” in Section 1, the “Information about
Westpac Capital Notes 5” in Section 2 and the “Westpac Capital
Notes 5 Terms” in Appendix B).
Capitalised terms not otherwise defined in this Appendix 3B have
the meaning set out in the Prospectus.
Westpac Capital Notes 5 are fully paid, non-cumulative,
convertible, transferable, redeemable, subordinated, perpetual,
unsecured notes issued by Westpac.
Westpac Capital Notes 5 pay non-cumulative, floating rate
Distributions quarterly in arrear, subject to satisfaction of the
Distribution Payment Conditions, including Westpac’s absolute
discretion. The first Distribution is scheduled to be paid on 22
June 2018 and the first Distribution Period is longer than the
normal Distribution Period.
The Distribution Rate is determined quarterly as the sum of the 90
day Bank Bill Rate plus the Margin, together multiplied by (1 - the

Appendix 3B
New issue announcement
 
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
 
 

Westpac Banking Corporation
Appendix 3B – Page 2
Tax Rate). The Margin is 3.20% per annum.
Westpac Capital Notes 5 will Convert into Ordinary Shares on the
Scheduled Conversion Date, subject to satisfaction of the
Scheduled Conversion Conditions. The first possible Scheduled
Conversion Date will be 22 September 2027. If the Scheduled
Conversion Conditions are not satisfied on 22 September 2027,
Conversion will occur on the first Distribution Payment Date after
22 September 2027 on which the Scheduled Conversion
Conditions are satisfied (unless Converted, Redeemed or
Transferred earlier in accordance with the Westpac Capital Notes
5 Terms). Upon Scheduled Conversion, Westpac Capital Notes 5
Holders will receive a variable number of Ordinary Shares (based
on the VWAP during the 20 Business Days before the Scheduled
Conversion Date).
Westpac Capital Notes 5 may, at Westpac’s option, be Converted,
Redeemed (subject to APRA’s prior written approval) or
Transferred on 22 September 2025, or upon the occurrence of a
Tax Event or Regulatory Event.
Westpac must Convert all or some of the Westpac Capital Notes 5
on the occurrence of a Capital Trigger Event or Non-Viability
Trigger Event, and all the Westpac Capital Notes 5 on the
occurrence of an Acquisition Event. Conversion upon an
acquisition event is subject to Conversion conditions. If
Conversion does not occur for any reason following a Capital
Trigger Event or Non-Viability Trigger Event, all rights in relation to
the Westpac Capital Notes 5 will be terminated.
The number of Ordinary Shares that may be issued on
Conversion is subject to a Maximum Conversion Number.
Westpac Capital Notes 5 Holders do not have any right to vote at
a general meeting of Westpac before Conversion. Holders have
certain voting rights which can be exercised at a meeting of
Holders. Following Conversion, Holders will become holders of
Ordinary Shares and have the rights that attach to Ordinary
Shares.

4 Do the securities rank equally in
all respects from the issue date
with an existing class of quoted
securities?
If the additional securities do not
rank equally, please state:
 the date from which they do
 the extent to which they
participate for the next
dividend, (in the case of a
trust, distribution) or interest
payment
 the extent to which they do
not rank equally, other than
in relation to the next
dividend, distribution or
In a Winding Up of Westpac, Westpac Capital Notes 5 rank for
payment ahead of Ordinary Shares, equally among themselves
and with all Equal Ranking Capital Securities, but subordinated to
Senior Creditors. However, it is likely that a Capital Trigger Event
or Non-Viability Trigger Event would occur prior to a Winding Up
and Westpac Capital 5 Notes would have been Converted into
Ordinary Shares or otherwise had the rights attaching to them
terminated.
On Conversion, Westpac Capital Notes 5 Holders will be issued
fully paid Ordinary Shares. Those Ordinary Shares will rank
equally with all Ordinary Shares already on issue in all respects.
Holders' rights in relation to Westpac Capital Notes 5 may also be
terminated in certain circumstances where Conversion does not
occur for any reason following a Capital Trigger Event or Non-

Appendix 3B
New issue announcement
 
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
 
 

Westpac Banking Corporation
Appendix 3B – Page 3
interest payment Viability Trigger Event.
For more information refer to the Prospectus (in particular,
sections 1.4, 2.7, 5.1.8, 5.1.9, 5.1.23 and 5.1.24).


5 Issue price or consideration

A$100 per Westpac Capital Note 5

6 Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)
Westpac is issuing the Westpac Capital Notes 5 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.



6a Is the entity an eligible entity
that has obtained security
holder approval under rule
7.1A?

If Yes, complete sections 6b –
6h in relation to the +securities
the subject of this Appendix 3B,
and comply with section 6i
Not Applicable

6b The date the security holder
resolution under rule 7.1A was
passed
Not Applicable

6c Number of securities issued
without security holder approval
under rule 7.1
Not Applicable

6d Number of securities issued with
security holder approval under
rule 7.1A
Not Applicable

6e Number of securities issued with
security holder approval under
rule 7.3, or another specific
security holder approval (specify
date of meeting)

Not Applicable

6f Number of securities issued
under an exception in rule 7.2
Not Applicable

6g If securities issued under rule
7.1A, was issue price at least
75% of 15 day VWAP as
calculated under rule 7.1A.3?
Not Applicable

Appendix 3B
New issue announcement
 
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
 
 

Westpac Banking Corporation
Appendix 3B – Page 4
Include the issue date and both
values. Include the source of
the VWAP calculation.


6h If securities were issued under
rule 7.1A for non-cash
consideration, state date on
which valuation of consideration
was released to ASX Market
Announcements
Not Applicable
 

6i Calculate the entity’s remaining
issue capacity under rule 7.1
and rule 7.1A – complete
Annexure 1 and release to ASX
Market Announcements
Not Applicable
 

7 Issue dates
Note: The issue date may be
prescribed by ASX (refer to the
definition of issue date in rule
19.12). For example, the issue date
for a pro rata entitlement issue must
comply with the applicable timetable
in Appendix 7A.

Date of entry into uncertificated holdings is 13 March 2018.
Holding Statements are expected to be dispatched by 20 March
2018.

8 Number and class of all
securities quoted on ASX
(including the securities in clause
2 if applicable
)

Number Class
3,404,172,038 Fully Paid Ordinary Shares

3,900
Series 2010-1 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHAM
21,000 Series 2014-1 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHBB
11,000 Series 2014-2 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHBC
10,000 Series 2014-3 Fully Paid Subordinated Floating
Rate Medium Term Notes ASX Code WBCHBD
24,500 Series 2015-1 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHBF
3,250 Series 2015-2 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHBE
27,000 Series 2015-9 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHBI
2,000 Series 2015-10 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHBJ

Appendix 3B
New issue announcement
 
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
 
 

Westpac Banking Corporation
Appendix 3B – Page 5
30,500 Series 2015-15 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHBL
1,750 Series 2015-16 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHBM
4,250 Series 2015-20 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHBN
7,000 Series 2016-1 Fully Paid Subordinated Floating
Rate Medium Term Notes ASX Code WBCHBP
23,500 Series 2016-2 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHBQ
5,000 Series 2016-3 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHBR
21,000 Series 2016-4 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHBS
23,500 Series 2017-1 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHBX
2,500 Series 2017-2 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHBY
11,000 Series 2017-4 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHCB
19,500 Series 2017-5 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHCC
3,000 Series 2017-6 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHCD
2,500 Series 2018-1 Fully Paid Subordinated Floating
Rate Medium Term Notes ASX Code WBCHCF
23,500 Series 2018-2 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHCH
2,500 Series 2018-3 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHCI
5,659,962 Westpac CPS ASX Code WBCPC
13,835,690 Westpac Capital Notes ASX Code WBCPD
13,105,705 Westpac Capital Notes 2 ASX Code WBCPE
13,244,280 Westpac Capital Notes 3 ASX Code WBCPF
17,020,534 Westpac Capital Notes 4 ASX Code WBCPG
16,903,383 Westpac Capital Notes 5 ASX Code WBCPH
9,252,850 Westpac Subordinated Notes II ASX Code
WBCHB
Series 1183 CNY1,250,000,000 Fixed Rate Subordinated
Instruments due February 2025 ASX Code WBCHBG
Series 1187 AUD350,000,000 Fixed Rate Subordinated
Instruments due March 2027 ASX Code WBCHBH
Series 1198 SGD325,000,000 Fixed Rate Subordinated
Instruments due August 2027 ASX Code WBCHBK

Appendix 3B
New issue announcement
 
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
 
 

Westpac Banking Corporation
Appendix 3B – Page 6
Series 1227 USD100,000,000 Fixed Rate Subordinated
Instruments due February 2046 ASX Code WBCHBO
Series 1267 JPY10,000,000,000 Fixed Rate Subordinated
Instruments due June 2026 ASX Code WBCHBT
Series 1269 AUD175,000,000 Fixed Rate Subordinated
Instruments due June 2028 ASX Code WBCHBU
Series 1331 HKD600,000,000 Fixed Rate Subordinated
Instruments due July 2027 ASX Code WBCHBZ
Series 1333 AUD 350,000,000 Fixed Rate Subordinated
Instruments due August 2029 ASX Code WBCHCA
Series 1361 AUD 185,000,000 Fixed Rate Subordinated
Instruments due February 2048 ASX Code WBCHCE
Series 1371 AUD 130,000,000 Fixed Rate Subordinated
Instruments due March 2048 ASX Code WBCHCG

Number Class
9 Number and class of all
securities not quoted on ASX
(including the securities in
clause 2 if applicable)

732,817 Chief Executive Officer Agreements
690,835 Westpac Performance Plan
5,029,273 Westpac Reward Plan
USD1.25 billion 5.00% Fixed Rate Resetting Perpetual
Subordinated Contingent Convertible Securities

10 Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Westpac Capital Notes 5 pay non-cumulative floating rate
Distributions quarterly in arrear, 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.
The first Distribution is scheduled to be paid on 22 June 2018.

Part 2 - Pro rata issue

11
Is security holder approval
required?
Not Applicable

Appendix 3B
New issue announcement
 
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
 
 

Westpac Banking Corporation
Appendix 3B – Page 7
12
Is the issue renounceable or
non-renounceable?
Not Applicable


13
Ratio in which the securities will
be offered
Not Applicable


14
Class of securities to which the
offer relates
Not Applicable


15
Record date to determine
entitlements
Not Applicable

16
Will holdings on different
registers (or subregisters) be
aggregated for calculating
entitlements?
Not Applicable

17
Policy for deciding entitlements
in relation to fractions
Not Applicable

18
Names of countries in which the
entity has security holders who
will not be sent new offer
documents
Note: Security holders must be told how
their entitlements are to be dealt with.
Not Applicable

19
Closing date for receipt of
acceptances or renunciations
Not Applicable

20 Names of any underwriters
Not Applicable

21
Amount of any underwriting fee
or commission
Not Applicable

22
Names of any brokers to the
issue
Not Applicable

23
Fee or commission payable to
the broker to the issue
Not Applicable

24
Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of security holders
Not Applicable

25
If the issue is contingent on
security holders’ approval, the
date of the meeting
Not Applicable

Appendix 3B
New issue announcement
 
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
 
 

Westpac Banking Corporation
Appendix 3B – Page 8
26
Date entitlement and
acceptance form and offer
documents will be sent to
persons entitled
Not Applicable

27
If the entity has issued options,
and the terms entitle option
holders to participate on
exercise, the date on which
notices will be sent to option
holders
Not Applicable

28
Date rights trading will begin (if
applicable)
Not Applicable

29
Date rights trading will end (if
applicable)
Not Applicable

30
How do security holders sell
their entitlements in full through
a broker?
Not Applicable

31
How do security holders sell part
of their entitlements through a
broker and accept for the
balance?
Not Applicable

32
How do security holders dispose
of their entitlements (except by
sale through a broker)?
Not Applicable

33 Issue date
Not Applicable


Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities
(tick one)

(a)

Securities described in Part 1

(b)
All other securities
Example: restricted securities at the end of the escrowed period, partly paid securities that
become fully paid, employee incentive share securities when restriction ends, securities issued
on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35
If the securities are equity securities, the names of the 20 largest holders of the additional

Appendix 3B
New issue announcement
 
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
 
 

Westpac Banking Corporation
Appendix 3B – Page 9
securities, and the number and percentage of additional securities held by those holders

36 If the securities are equity securities, a distribution schedule of the additional securities setting
out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 and over

37 A copy of any trust deed for the additional securities

Entities that have ticked box 34(b)

38 Number of securities for which quotation is
sought
Not Applicable


39 Class of securities for which quotation is sought
Not Applicable

40
Do the securities rank equally in all respects from
the date of allotment with an existing class of
quoted securities?

If the additional securities do not rank equally,
please state:
 the date from which they do
 the extent to which they participate for the next
dividend, (in the case of a trust, distribution) or
interest payment
 the extent to which they do not rank equally,
other than in relation to the next dividend,
distribution or interest payment
Not Applicable

41 Reason for request for quotation now
Example: In the case of restricted securities, end
of restriction period

(if issued upon conversion of another security,
clearly identify that other security)
Not Applicable

42 Number and class of all securities quoted on ASX
(including the securities in clause 38)
Number Class

Not Applicable
Quotation agreement

1 Quotation of our additional securities is in ASX’s absolute discretion. ASX may quote the
securities on any conditions it decides.

2 We warrant the following to ASX.

 The issue of the securities to be quoted complies with the law and is not for an illegal
purpose.

 There is no reason why those securities should not be granted quotation.

 An offer of the securities for sale within 12 months after their issue will not require
disclosure under section 707(3) or section 1012C(6) of the Corporations Act.
Note: An entity may need to obtain appropriate warranties from subscribers for the
securities in order to be able to give this warranty

Appendix 3B
New issue announcement
 
Rule 2.7, 3.10.3, 3.10.4, 3.10.5
 
 

Westpac Banking Corporation
Appendix 3B – Page 10
 Section 724 or section 1016E of the Corporations Act does not apply to any applications
received by us in relation to any securities to be quoted and that no-one has any right to
return any securities to be quoted under sections 737, 738 or 1016F of the Corporations
Act at the time that we request that the securities be quoted.

 If we are a trust, we warrant that no person has the right to return the securities to be
quoted under section 1019B of the Corporations Act at the time that we request that the
securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or
expense arising from or connected with any breach of the warranties in this agreement.

4 We give ASX the information and documents required by this form. If any information or
document not available now, will give it to ASX before quotation of the securities begins. We
acknowledge that ASX is relying on the information and documents. We warrant that they are
(will be) true and complete.


Sign here: ............................................................ Date: 13 March 2018
Company Secretary

Print name: Timothy Hartin