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
Tranche No. 1 of Series 2018-5 fully paid callable floating rate
subordinated notes due June 2028 (“Series 2018-5 Notes”)

2 Number of securities issued or
to be issued (if known) or
maximum number which may be
issued
7,250 Series 2018-5 Notes

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)
The Series 2018-5 Notes are fully paid subordinated notes paying
floating rate interest in denominations of A$100,000 as more fully
described in the Information Memorandum dated 5 March 2014
and the Pricing Supplement dated 20 June 2018 (which is
attached to this Appendix 3B).

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
In a Winding-Up of Westpac, the Series 2018-5 Notes rank for
payment ahead of Ordinary Shares and any other Junior Ranking
Capital Instruments, equally among themselves and with Equal
Ranking Instruments and behind the claims of Senior Creditors.

If the Series 2018-5 Notes have been Converted into Ordinary
Shares, those Ordinary Shares will rank equally with other holders
of Ordinary Shares.

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

Westpac Banking Corporation
Appendix 3B – Page 2
not rank equally, other than
in relation to the next
dividend, distribution or
interest payment

5 Issue price or consideration

A$100,000 fully paid per Series 2018-5 Note.

6 Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)
The net proceeds of the issue of the Series 2018-5 Notes will be used
for Westpac's general funding purposes.
The Series 2018-5 Notes
will satisfy the requirements of the Australian Prudential
Regulation Authority to qualify as Tier 2 Capital of Westpac.


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?
Include the issue date and both
values. Include the source of
the VWAP calculation.
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 3


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.

22 June 2018

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

Number Class
3,423,361,803 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
30,500 Series 2015-15 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHBL

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

Westpac Banking Corporation
Appendix 3B – Page 4
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
23,750 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
500 Series 2018-4 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHCJ
7,250 Series 2018-5 Fully Paid Subordinated Floating
Rate Medium Term Notes ASX Code WBCHCK
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

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

Westpac Banking Corporation
Appendix 3B – Page 5
Instruments due August 2027 ASX Code WBCHBK
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 AUD350,000,000 Fixed Rate Subordinated
Instruments due August 2029 ASX Code WBCHCA
Series 1361 AUD185,000,000 Fixed Rate Subordinated
Instruments due February 2048 ASX Code WBCHCE
Series 1371 AUD130,000,000 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
683,913 Westpac Performance Plan
5,026,344 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)
Not Applicable

Part 2 - Pro rata issue

11
Is security holder approval
required?
Not Applicable


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

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

Westpac Banking Corporation
Appendix 3B – Page 6
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

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

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

Westpac Banking Corporation
Appendix 3B – Page 7

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
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

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

Westpac Banking Corporation
Appendix 3B – Page 8

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

 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: 22 June 2018
Company Secretary

Print name: Timothy Hartin

Series No.: 2018-5

Tranche No.: 1






Westpac Banking Corporation
(ABN 33 007 457 141)

Debt Issuance Programme

Issue of

A$725,000,000 Callable Floating Rate Subordinated Notes due 22 June 2028
(“Subordinated Notes”)
The date of this Supplement is 20 June 2018.
This Supplement (as referred to in the Information Memorandum in relation to the above Programme
dated 5 March 2014 (“Information Memorandum”)) relates to the Tranche of Subordinated Notes
referred to above. It is supplementary to, and should be read in conjunction with, the Subordinated Note
Deed Poll dated 5 March 2014 made by Westpac Banking Corporation (“Deed Poll”) and the
Information Memorandum.
This Supplement does not constitute, and may not be used for the purposes of, an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it
is unlawful to make such offer or solicitation, and no action is being taken to permit an offering of the
Subordinated Notes or the distribution of this Supplement in any jurisdiction where such action is
required.
Terms used but not otherwise defined in this Supplement have the meaning given in the applicable
Conditions set forth in the Information Memorandum.
The particulars to be specified in relation to the Tranche of Subordinated Notes referred to above are as
follows:
1 Issuer
: Westpac Banking Corporation
(ABN 33 007 457 141)
2 Lead Manager
: Westpac Banking Corporation
(ABN 33 007 457 141)
3 Relevant Dealer
: Westpac Banking Corporation
(ABN 33 007 457 141)
4 Registrar and Australian Paying
Agent
: BTA Institutional Services Australia Limited (ABN
48 002 916 396) of Level 2, 1 Bligh Street,
Sydney NSW 2000

5 Calculation Agent
: BTA Institutional Services Australia Limited
(ABN 48 002 916 396)
6 Issuing and Paying Agent (Offshore)
: Not applicable
7 If to form a single Series with an
existing Series, specify date on
which all Subordinated Notes of the
Series become fungible, if not the
Issue Date
: Not applicable
8 Status
: Subordinated. The primary method of loss
absorption is Conversion, subject to possible
Write-off in accordance with Condition 5.3
For the purposes of:
 the formula in Condition 6.1(a) to be used
for calculating the Conversion Number, P
is 0.99; and
 Condition 6.10(b), the Clearing System
Cut-off Date is 10 Business Days prior to
the Non-Viability Trigger Event Date.
9 Currency
: Australian dollars (“A$”)
10 Aggregate Principal Amount of
Tranche
: A$725,000,000
11 If interchangeable with existing
Series, Series No.
: Not applicable
12 Issue Date
: 22 June 2018

13 Issue Price
: 100 per cent. per Denomination

14 Commissions Payable
: As set out in the Subscription Acknowledgement
dated 20 June 2018 between the Issuer and the
Lead Manager and Dealer

15 Selling Concession
: Not applicable

16 Purchase Price
: A$100,000 fully paid per Denomination
17 Denomination
: A$100,000
The minimum aggregate consideration for offers
or transfers of the Subordinated Notes in Australia
must be at least A$500,000 (disregarding moneys
lent by the transferor or its associates to the
transferee), unless the offer or invitation resulting
in the transfer does not otherwise require
disclosure to investors in accordance with Part
6D.2 or Chapter 7 of the Corporations Act 2001 of
Australia.
18 Partly Paid Senior Notes
: Not applicable

19 Type of Debt Instruments
: Floating Rate Subordinated Notes
20 If interest-bearing, specify which of
the relevant Conditions is
applicable, and then specify the
matters required for the relevant
Condition, namely
:
Condition 7.3 is applicable
21 Fixed Rate Debt Instruments
:
Not applicable
22 Floating Rate Debt Instruments
:
Applicable
Interest Commencement Date, if not
Issue Date
:
Issue Date
Interest Rate
:
Condition 7.3(b)(i) (ISDA Determination) is
applicable
Interest Payment Dates
:
Each 22 March, 22 June, 22 September, and 22
December, commencing 22 September 2018 to
and including the Maturity Date, subject to
adjustment in accordance with the Applicable
Business Day Convention
Applicable Business Day
Convention
- for Interest Payment Dates:
- for Interest Period End Dates:
- for Maturity Date:
- any other date:
:

Modified Following Business Day Convention
Modified Following Business Day Convention
Modified Following Business Day Convention
Not applicable
Additional Business Centre(s)
:
Sydney
Floating Rate Option
:
AUD-BBR-BBSW (to four decimal places)
Designated Maturity
:
3 months
Reset Date
:
Each Interest Payment Date
Margin
:
Plus 1.80 per cent. per annum
Minimum/Maximum Interest Rate
:
Not applicable
Day Count Fraction
:
Actual/365 (Fixed)
Fallback Interest Rate
: Not applicable
23 Index-Linked Interest Debt
Instrument provisions
:
Not applicable
24 Other rates
:
Not applicable
25 Accrual of interest
: Not applicable
26 Default Rate
:
Not applicable
27 Overdue Rate
:
Not applicable

28 Zero Coupon Debt Instrument
:
Not applicable
29 Reference Price
:
Not applicable
30 Maturity Date
:
22 June 2028
31 Maturity Redemption Amount
: 100% of the Outstanding Principal Amount
32 Early Redemption Amount (Tax)

Specify if applicable
: Not applicable
33 Early Redemption Amount (Call)

Specify if applicable
: Condition 8.3 is applicable, but only in respect of
the Interest Payment Date scheduled to fall on 22
June 2023 and each Interest Payment Date
thereafter
Specify minimum notice period
: 15 days
Specify maximum notice period
: 45 days
Specify any additional conditions to
exercise the call option
: Not applicable
Specify first date on which the call
option may be exercised in the case
of Subordinated Notes
: 22 June 2023
Specify if Early Redemption Amount
(Call) is not the Outstanding
Principal Amount, together with
accrued interest (if any) thereon of
the Subordinated Notes, insert
amount or full calculation
provisions
: Not applicable
Specify whether redemption is
permitted in respect of some only of
the Subordinated Notes and, if so,
any minimum aggregate principal
amount and the means by which
Subordinated Notes will be selected
for redemption
:
Yes, the Issuer may redeem all or some
Subordinated Notes at its discretion under
Condition 8.3
34 Early Redemption Amount (Put)


Specify if applicable
:
Not applicable
35 Early Redemption Amount (Adverse
Tax Event)


Specify if applicable
:
Condition 8.4 is applicable
Specify minimum notice period
: 15 days
Specify maximum notice period
: 45 days

Specify any additional conditions to
exercise of option
: Not applicable
Specify if Early Redemption Amount
(Adverse Tax Event) is not the
Outstanding Principal Amount,
together with accrued interest (if
any) thereon of the Subordinated
Notes, insert amount or full
calculation provisions
: Not applicable
Specify whether redemption is
permitted in respect of some only of
the Subordinated Notes and, if so,
any minimum aggregate principal
amount and the means by which
Subordinated Notes will be selected
for redemption
:
Not applicable
36 Early Redemption Amount
(Regulatory Event)


Specify if applicable
:
Condition 8.5 is applicable
Specify minimum notice period
: 15 days
Specify maximum notice period
: 45 days
Specify any additional conditions to
exercise of option
: Not applicable
Specify if Early Redemption Amount
(Regulatory Event) is not the
Outstanding Principal Amount,
together with accrued interest (if
any) thereon of the Subordinated
Notes, insert amount or full
calculation provisions
: Not applicable
Specify whether redemption is
permitted in respect of some only of
the Subordinated Notes and, if so,
any minimum aggregate principal
amount and the means by which
Subordinated Notes will be selected
for redemption
:
Not applicable
37 Early Termination Amount


If Early Termination Amount is not
the Outstanding Principal Amount of
the Subordinated Notes, insert
amount or full calculation
provisions
:
Not applicable
Specify if Holders are not to receive
accrued interest on early
redemption on default
:
Not applicable

38 Redemption of Zero Coupon Debt
Instruments
:
Not applicable
39 Deed Poll
:
Subordinated Note Deed Poll dated 5 March 2014
40 Taxation
:
Condition 10.8 is applicable
41 Other relevant terms and conditions
:
Not applicable
42 ISIN
:
AU3FN0043238
43 Common Code
: 184148315
44 Common Depository
: Not applicable
45 Austraclear Number
: WP2222
46 Any Clearing System other than
Euroclear / Clearstream /
Austraclear
: Not applicable
47 Settlement procedures
: Customary medium term note settlement and
payment procedures apply
48 U.S. selling restrictions
: As set out in the Information Memorandum
49 Distribution of Information
Memorandum
: As set out in the Information Memorandum
50 Other selling restrictions
: As set out in the Information Memorandum
51 Australian interest withholding tax
: The Issuer intends to issue the Subordinated
Notes in a manner consistent with the public offer
test set out in section 128F(3) of the Income Tax
Assessment Act 1936 of Australia (the “Tax Act”).
If the requirements of section 128F of the Tax Act
are not satisfied, Condition 10.8 will be applicable
(subject to Item 40 above), and accordingly the
Issuer may, subject to certain exceptions, be
obliged to pay Additional Amounts in accordance
with Condition 10.8.
See also the section of the Information
Memorandum entitled “Australian Taxation”.
52 Transaction Documents
: Not applicable
53 Listing
: It is intended that the Subordinated Notes will be
quoted on the Australian Securities Exchange’s
wholesale interest rate securities market.
54 Events of Default
: Condition 9 is applicable
55 Additional or alternate newspapers
: Not applicable
56 Stabilisation Manager
: Not applicable
57 Other amendments
: The “Conditions of the Subordinated Notes”
contained in the Information Memorandum are

Schedule 1

1. Condition 1.1 is amended as follows:
 the definition of “Winding-Up” is deleted and replaced with the following:
Winding-Up means the legal procedure for the liquidation of the Issuer commenced
when:

(a) a court order is made for the winding-up of the Issuer (and such order is not
successfully appealed or set aside within 30 days); or

(b) an effective resolution is passed by shareholders or members for the winding-
up of the Issuer,

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
any 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, Banking Act statutory manager or other
similar officer (other than a liquidator or other official responsible for the conduct and
administration of a Winding-Up) in respect of Westpac, constitutes a Winding-Up for
the purposes of these Conditions.
 the definition of “Write-down” is deleted; and

the definition of “Write-off” is deleted and replaced with the following:
Write-off has the meaning given to it in Condition 5.3(c). Written-off shall have a
corresponding meaning.
2. Condition 4.4(b)(ii) is deleted and replaced with the following:
(ii) shall rank equally with the obligations of the Issuer to the holders of other
Subordinated Notes that have not been Converted or Written-off (or that have been
partially Converted or Written-off), and the obligations of the Issuer to holders of
Equal Ranking Instruments; and
3. Condition 4.8 is deleted and replaced with the following:
No amendment to the Conditions of a Subordinated Note that at the time of such amendment
qualifies as Tier 2 Capital is permitted without the prior written consent of APRA if such
amendment may affect the eligibility of the Subordinated Note as Tier 2 Capital as described
in the Prudential Standards.
4. Condition 5.1(a) is deleted and replaced with the following:
5.1 Non-Viability Trigger Event
(a) If a Non-Viability Trigger Event occurs, the Issuer must:
(i) subject to Condition 5.3 (“No further rights”), Convert; or

(ii) if the Supplement specifies that the primary method of loss absorption will be
Write-off without Conversion in accordance with Condition 5.3, Write-off,
all Subordinated Notes or, if paragraph (a) of the definition of “Non-Viability Trigger
Event” applies, subject to the provisions described in Condition 5.1(b), all or some
Subordinated Notes (or a percentage of the Outstanding Principal Amount of each
Subordinated Note), such that the aggregate Outstanding Principal Amount of all
Subordinated Notes Converted or Written-off, together with the face value or
outstanding principal amount of all other Relevant Securities converted, written-off or
written-down as described in Condition 5.1(b), is equal to the aggregate face value or
outstanding principal amount of Relevant Securities which APRA has notified the
Issuer must be converted, written-off or written-down (or, if APRA has not so notified
the Issuer, all or some Subordinated Notes (or a percentage of the Outstanding
Principal Amount of each Subordinated Note), as is necessary to satisfy APRA that
the Issuer will no longer be non-viable).
5. Condition 5.1(b) is deleted and replaced with the following:
(b) In determining the Subordinated Notes or percentage of the Outstanding Principal
Amount of each Subordinated Note which must be Converted or Written-Off in
accordance with this Condition 5.1, the Issuer will:
(i) first, convert, write-off or write-down an amount of the face value or
outstanding principal amount of all outstanding Relevant Tier 1 Securities
before Conversion or Write-off of the Subordinated Notes; and
(ii) second, if conversion, write-off or write-down of those Relevant Tier 1
Securities is not sufficient to satisfy APRA that the Issuer would not become
non-viable, Convert or Write-off (in the case of the Subordinated Notes) and
convert, write-off or write-down (in the case of any Relevant Tier 2 Securities),
on a pro-rata basis or in a manner that is otherwise, in the opinion of the
Issuer, fair and reasonable, the face value or Outstanding Principal Amount of
the Subordinated Notes and any Relevant Tier 2 Securities (subject to such
adjustments as the Issuer may determine to take into account the effect on
marketable parcels and whole numbers of Ordinary Shares and any
Subordinated Notes or Relevant Tier 2 Securities remaining on issue, and the
need to effect the conversion immediately),
but such determination will not impede the immediate Conversion or Write-off of the relevant
Subordinated Notes or percentage of the Outstanding Principal Amount of each Subordinated
Note (as the case may be).
6. Condition 5.1(c) is deleted and replaced with the following:
(c) If a Non-Viability Trigger Event occurs:
(i) the Subordinated Notes or the percentage of the Outstanding Principal
Amount of each Subordinated Note determined in accordance with Conditions
5.1(a) and (b), shall be Converted or Written-off immediately upon the

occurrence of the Non-Viability Trigger Event in accordance with Conditions
5.2 (“Automatic Conversion or Write-off upon the occurrence of a Non-
Viability Trigger Event”) and 6 (“Procedures for Conversion”). The
Conversion or Write-off will be irrevocable;
(ii) the Issuer must give notice to Holders in accordance with Condition 13
(“Notices”) and the ASX as soon as practicable that a Non-Viability Trigger
Event has occurred and that Conversion or Write-off has occurred on the
Non-Viability Trigger Event Date;
(iii) the notice must specify (A) the date on which Conversion or Write-off
occurred (Non-Viability Trigger Event Date) and the Subordinated Notes or
percentage of the Outstanding Principal Amount of each Subordinated Note
which was Converted or, if Condition 5.3 (“No further rights”) is applicable,
Written-off, and (B) details of the Relevant Securities converted, written-off or
written down in accordance with Condition 5.1(b); and
(iv) in the case of Conversion, 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 Subordinated Notes remaining on issue.
Failure to undertake any of the steps in Conditions 5.1(c)(ii) to (iv) does not prevent,
invalidate, delay or otherwise impede Conversion or Write-off.
7. Condition 5.2 is deleted and replaced with the following:
5.2 If a Non-Viability Trigger Event has occurred and all or some Subordinated Notes are
(or a percentage of the Outstanding Principal Amount of each Subordinated Note is)
required to be Converted or Written-off in accordance with Condition 5.1 (“Non-
Viability Trigger Event”), then
Conversion or Write-off of such Subordinated Notes or percentage of the
(a)
Outstanding Principal Amount of each Subordinated Note will occur in
accordance with Condition 5.1 (“Non-Viability Trigger Event”) and, if
applicable Condition 5.3 (“No further rights”), immediately upon the Non-
Viability Trigger Event Date;
in the case of Conversion and subject to Condition 6.10 (“Conversion:
(b)
Clearing Systems, where the Holder does not wish to receive Ordinary
Shares or is an Ineligible Holder”), the entry with respect to a Holder’s
Subordinated Notes in the Register will constitute an entitlement of that
Holder to (i) the Conversion Number of Ordinary Shares in respect of such
Subordinated Notes or percentage of the Outstanding Principal Amount of
each Subordinated Note in accordance with Condition 6.1, and (ii) unless the
Subordinated Notes shall have been Converted or Written-off in full, to
Subordinated Notes with an Outstanding Principal Amount equal to the
aggregate of the remaining percentage of the Outstanding Principal Amount
of each Subordinated Note, and the Issuer will recognise the Holder as

having been issued the Conversion Number of Ordinary Shares for all
purposes, in each case without the need for any further act or step by the
Issuer, the Holder or any other person (and the Issuer will, as soon as
possible thereafter and without delay on its part, take any appropriate
procedural steps to effect such Conversion, including updating the Ordinary
Share register); and
a Holder has no further right or claim under these Conditions in respect of
(c)
such Subordinated Notes or percentage of the Outstanding Principal Amount
of each Subordinated Note (including to payments of interest or accrued
interest and the repayment of the Outstanding Principal Amount), except the
Holder’s entitlement, if any, to Subordinated Notes which have not been
required to be Converted or Written-off or Subordinated Notes representing
the Outstanding Principal Amount of such Subordinated Notes which have not
been required to be Converted or Written-off and, in the case of Conversion,
subject to Condition 6.10 (“Conversion: Clearing Systems, where the Holder
does not wish to receive Ordinary Shares or is an Ineligible Holder”) to the
Conversion Number of Ordinary Shares issuable in accordance with
Condition 6 (“Procedures for Conversion”).
8. Condition 5.3 is deleted and replaced with the following:
5.3 No further rights
If:
(a) for any reason, Conversion of any Subordinated Notes (or a percentage of the
Outstanding Principal Amount of any Subordinated Notes) required to be Converted
under Condition 5.1 (“Non-Viability Trigger Event”) does not occur within five ASX
Business Days after the Non-Viability Trigger Event Date; or
(b) the Pricing Supplement specifies that the primary method of loss absorption will be
Write-off without Conversion in accordance with Condition 5.3 (“No further rights”),
then:
(c) the relevant Holders’ rights and claims under these Conditions in relation to such
Subordinated Notes or the percentage of the Outstanding Principal Amount of such
Subordinated Notes to be Converted or Written-off (including to payments of interest
or accrued interest, and the repayment of the Outstanding Principal Amount and, in
the case of Conversion, to be issued with the Conversion Number of Ordinary Shares
in respect of such Subordinated Notes or percentage of the Outstanding Principal
Amount of each Subordinated Note), are immediately and irrevocably written-off and
terminated with effect on and from the Non-Viability Trigger Event Date (“Write-off”);
and
(d) the Outstanding Principal Amount of the Subordinated Notes is reduced on that date
by the Outstanding Principal Amount of the Subordinated Notes to be Converted or
Written-off, as determined in accordance with Conditions 5.1(a) and (b) and any

accrued and unpaid interest and any unpaid Additional Amounts shall be
correspondingly reduced.
9. Condition 5.4(a) is deleted and replaced with the following:
5.4 Subject to any Write-off required in accordance with Condition 5.3 (“No further
rights”), each Holder by its purchase or holding of a Subordinated Note irrevocably
agrees that:
upon Conversion in accordance with Condition 5 (“Non-viability, Conversion
(a)
and Write-off”) and Condition 6 (“Procedures for Conversion”), it consents to
becoming a member of the Issuer and agrees to be bound by the constitution
of the Issuer;
10. Conditions 6.1(a), (b) and (c) are deleted and replaced with the following:
6.1 Conversion
On the Non-Viability Trigger Event Date, subject to Condition 5.3 (“No further rights”) and
Condition 6.10 (“Conversion: Clearing Systems, where the Holder does not wish to receive
Ordinary Shares or is an Ineligible Holder”), the following provisions will apply.
(a) The Issuer will allot and issue the Conversion Number of Ordinary Shares for each
Subordinated Note to each Holder of a Subordinated Notes. The Conversion Number
is, subject always to the Conversion Number being no greater than the Maximum
Conversion Number, either (x) the number specified, or determined in accordance
with the relevant provisions in, the Supplement or, (y) if no Conversion Number and
no such provisions are specified in the Supplement, calculated according to the
following formula:



Conversion Number for
each Subordinated Note =
Outstanding Principal Amount of the
Subordinated Note (translated if
necessary into Australian Dollars in
accordance with paragraph (d) of the
definition of Outstanding Principal
Amount, except that the calculation
date shall be the Conversion Date)
P x VWAP

where:

Outstanding Principal Amount has the meaning given to it in Condition 1.1
(“Definitions”), as adjusted in accordance with Condition 6.13 (“Conversion or Write-
off of a percentage of Outstanding Principal Amount”).

P means the number specified in the Supplement.

VWAP means the VWAP during the VWAP Period.

Maximum Conversion Number means a number calculated according to the
following formula:




Maximum Conversion Number =




Outstanding Principal Amount of the
Subordinated Note (translated if
necessary into Australian Dollars in
accordance with paragraph (d) of the
definition of Outstanding Principal
Amount)



0.20 x Issue Date VWAP
where:

Outstanding Principal Amount has the meaning given to it in Condition 1.1
(“Definitions”), as adjusted in accordance with Condition 6.13 (“Conversion or Write-
off as a percentage of Outstanding Principal Amount”).

(b) Subject to Condition 6.10 (“Conversion: Clearing Systems, where the Holder does not
wish to receive Ordinary Shares or is an Ineligible Holder”), each Holder’s rights in
relation to each Subordinated Note that is being Converted as determined in
accordance with Conditions 5.1(a) and (b) will be immediately and irrevocably written-
off and terminated for an amount equal to the Outstanding Principal Amount and the
Issuer will apply such Outstanding Principal Amount of each such Subordinated Note
to be so Converted to subscribe for the Ordinary Shares to be allotted and issued
under Condition 6.1(a). Each Holder is taken to have irrevocably directed that any
amount payable under this Condition 6.1 is to be applied as provided for in this
Condition 6.1 without delay (notwithstanding any other provisions in these Conditions
providing for payments to be delayed) and Holders do not have any right to payment
in any other way.
(c) Any calculation under Condition 6.1(a) shall, unless the context requires otherwise, be
rounded to four decimal places provided that if the total number of Ordinary Shares to
be allotted and issued in respect of a Holder’s aggregate holding of Subordinated
Notes includes a fraction of an Ordinary Share, that fraction of an Ordinary Share will
not be issued or delivered on Conversion.
11. Condition 6.3 (a) is deleted and replaced with the following:
6.3 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
another 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
12. Condition 6.9(a) is deleted and replaced with the following:
6.9 Status and listing of Ordinary Shares
(a) Ordinary Shares issued or arising from Conversion will rank equally with 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 Non-
Viability Trigger Event Date (or such other time required by APRA).
13. Condition 6.10(a) is deleted and replaced with the following:
If Subordinated Notes are required to be Converted and the Holder is the operator of
(a)
a Clearing System or a nominee for a common depository for any one or more
Clearing Systems (such operator or nominee for a common depository acting in such
capacity as is specified in the rules and regulations of the relevant Clearing System
or Clearing Systems), then, with effect from the Non-Viability Trigger Event Date, the
Holder’s rights in relation to each such Subordinated Note being Converted shall be
immediately and irrevocably terminated and the Issuer will issue the relevant
aggregate Conversion Number of Ordinary Shares issued to one or more Sale and
Transfer Agents for no additional consideration to hold on trust for sale for the benefit
of the participants in, or members of, the relevant Clearing System or Clearing
Systems who held the corresponding Subordinated Notes through the relevant
Clearing System or Clearing Systems immediately prior to Conversion (“Clearing
System Participants”). A Clearing System Participant will be entitled to receive
Ordinary Shares (or the proceeds of the sale of Ordinary Shares) in accordance with
this Condition 6.10.
14. Condition 6.10(e) is deleted and replaced with the following:
(e) If Conversion under this Condition 6.10 does not occur within five ASX Business
Days, then the Holder’s rights will be immediately and irrevocably written-off and
terminated in accordance with Condition 5.3 (“No further rights”).
15. Condition 6.13 is deleted and replaced with the following:
If under these Conditions it is necessary to Convert or Write-off a percentage only of the
Outstanding Principal Amount of each Subordinated Note upon the occurrence of a Non-
Viability Trigger Event then Condition 6 (“Procedures for Conversion”) will apply to the
Conversion or Write-off as if references to the Outstanding Principal Amount of each
Subordinated Note were references to the relevant percentage of the Outstanding Principal
Amount of each Subordinated Note to be Converted or Written-off.

16. Condition 7.5(d)(i) is deleted and replaced with the following:
interest accrues on the Outstanding Principal Amount of each Subordinated Note or as
otherwise indicated in the Supplement. Interest ceases to accrue as from the due date for
redemption of a Subordinated Note unless the relevant payment is not made in which case
interest will continue to accrue thereon (both before and after any demand or judgment) at the
rate then applicable to the Outstanding Principal Amount of the Subordinated Note until the
date on which the relevant payment is made or, if earlier, the seventh day after the date on
which any Agent receives the funds required to make such payment (provided that notice of
such circumstance is given to the Holders in accordance with Condition 13 (“Notices”)) except
to the extent that there is failure in the subsequent payment thereof to the relevant Holder;
and
17. Condition 8.3(c)(iii) is deleted and replaced with the following:
(iii) before or concurrently with redemption, the Issuer:
(A) replaces the Subordinated Notes with a capital instrument which is of the
same or better quality (for the purposes of the Prudential Standards) than the
Subordinated Notes and the replacement of the Subordinated Notes is done
under conditions that are sustainable for the income capacity of the Issuer
(for the purposes of the Prudential Standards); or
(B) obtains confirmation from APRA that APRA is satisfied, having regard to the
capital position of the Issuer and the Westpac Group, that the Issuer does not
have to replace the Subordinated Notes.
18. Condition 8.4(c)(ii) is deleted and replaced with the following:
(ii) before or concurrently with redemption, the Issuer:
(A) replaces the Subordinated Notes with a capital instrument which is of the
same or better quality (for the purposes of the Prudential Standards) than the
Subordinated Notes and the replacement of the Subordinated Notes is done
under conditions that are sustainable for the income capacity of the Issuer
(for the purposes of the Prudential Standards); or
(B) obtains confirmation from APRA that APRA is satisfied, having regard to the
capital position of the Issuer and the Westpac Group, that the Issuer does not
have to replace the Subordinated Notes.
19. Condition 8.5 is deleted and replaced with the following:
8.5 Early redemption for regulatory events
(a) If “Early Redemption Amount (Regulatory Event)” is specified in the Supplement as
being applicable to the Subordinated Notes of any Series and if, in respect of the
Subordinated Notes of any Series and subject to Conditions 4.3 (“Solvency
condition”) and 8.5(c), the Issuer determines (supported, in the case of an event
described in paragraph (i) of the definition of “Regulatory Event” below, by an opinion
as to such determination from advisers of recognised standing in Australia) that a
Regulatory Event has occurred, then the Issuer having given notice in accordance
with Condition 8.7 (“Notice of redemption”) may redeem all (but not, unless and to the
extent that the Supplement specifies otherwise, some only) of the Subordinated Notes

of such Series on the Early Redemption Date (Regulatory Event) at the Early
Redemption Amount (Regulatory Event).
(b) In this Condition 8:
Early Redemption Amount (Regulatory Event) means, in respect of the
Subordinated Notes, their Outstanding Principal Amount or such other Early
Redemption Amount (Regulatory Event) as is specified in, or determined in
accordance with, the Supplement), together with (unless otherwise specified in the
Supplement) accrued interest (if any) thereon to, but excluding, the Early Redemption
Date (Regulatory Event);
Early Redemption Date (Regulatory Event) means the next Interest Payment Date
or such other date specified in the Supplement; and
Regulatory Event means that either:
(i) as a result of any amendment to, clarification of or change (including any
announcement of a change that will be introduced) in, any law or regulation
of the Commonwealth of Australia or the Prudential Standards, or any
official administrative pronouncement or action or judicial decision
interpreting or applying such law, regulation or Prudential Standards, which
amendment, clarification or change is effective, or pronouncement, action or
decision is announced, on or after the Issue Date; or
(ii) written confirmation is received from APRA after the Issue Date that,
the Issuer is not or will not be entitled to treat all of the Subordinated Notes of a
Series as Tier 2 Capital in whole.
(c) The Issuer may give a notice under Condition 8.5(a) only if:
(i) the Issuer has received the prior written approval of APRA (approval is at
the discretion of APRA and may or may not be given); and
(ii) as at the Issue Date, the Issuer did not expect the Regulatory Event to
occur;
(iii) before or concurrently with redemption, the Issuer:
(A) replaces the Subordinated Notes with a capital instrument which is
of the same or better quality (for the purposes of the Prudential
Standards) than the Subordinated Notes and the replacement of the
Subordinated Notes is done under conditions that are sustainable
for the income capacity of the Issuer (for the purposes of the
Prudential Standards); or
(B) obtains confirmation from APRA that APRA is satisfied, having
regard to the capital position of the Issuer and the Westpac Group,
that the Issuer does not have to replace the Subordinated Notes.
20. The final paragraph of Condition 8.7 is deleted and replaced with the following:
Except where Subordinated Notes the subject of a notice of redemption are required to be
Converted or Written-off pursuant to Condition 5.1(c), a notice of redemption is irrevocable
and, subject to Condition 4.3 (“Solvency condition”), obliges the Issuer to redeem the Notes
at the time and in the manner specified in the notice.

21. The following words are added at the end of Condition 10.4:
This Condition 10.4(b) does not apply to the payment referred to in Condition 6.1(b).