Westpac Capital Notes 6 Prospectus

Westpac
Capital
Notes 6
Prospectus and
Westpac Capital Notes
Reinvestment Offer
Information
Arranger
Westpac Institutional Bank
Issuer
Westpac Banking Corporation
ABN 33 007 457 141
Joint Lead Managers
Westpac Institutional Bank
ANZ Securities Limited
Commonwealth Bank of Australia
J.P. Morgan Securities Australia Limited
Morgans Financial Limited
National Australia Bank Limited
UBS AG, Australia Branch
Date of this Prospectus
12 November 2018
Co-Managers
Bell Potter Securities Limited
Credit Suisse
Crestone Wealth Management Limited
Evans Dixon
JBWere Limited
Ord Minnett Limited
Shaw and Partners Limited
CAUTION – Westpac Capital Notes 6 are not deposit liabilities of Westpac, are riskier than bank deposits and may not be suitable for some investors. Their 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.

Important notices
About this Prospectus
This Prospectus relates to the offer of Westpac Capital Notes 6 (“Notes”)
at an Issue Price of $100 each to raise approximately $750 million with the
ability to raise more or less.
The Westpac Capital Notes 6 offered under this Prospectus are designated as
Series 2018-2.
This Prospectus is dated 12 November 2018 and was lodged with the
Australian Securities and Investments Commission (“ASIC”) on that date.
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 this 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 6
Westpac Capital Notes 6 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 by 5.00pm
on the fifth Business Day after the Capital Trigger Event Conversion Date
or Non-Viability Trigger Event Conversion Date (as the case may be), 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 6 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 Capital Notes 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 7.14. 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 this 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 is to enable this 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 Capital Notes Holders and Eligible Securityholders may
access the electronic version of the Prospectus and the Reinvestment
Application Form or Securityholder Application Form online at
www.westpac.com.au/westpaccapnotes6;
• Eligible Westpac Capital Notes Holders and Eligible Securityholders
may also obtain a printed Prospectus with a personalised Reinvestment
Application Form or personalised Securityholder Application Form by:
–registering online at www.westpac.com.au/westpaccapnotes6; or
–calling the Westpac Capital Notes 6 Information Line (Monday to
Friday, 8.30am to 5.30pm, Sydney time) on 1300 653 497 (within
Australia) and +61 1300 653 497 (from outside Australia).
• Broker Firm Applicants can obtain a copy of this Prospectus, including
a Broker Firm Application Form, by downloading an electronic copy at
www.westpac.com.au/westpaccapnotes6 or from their Syndicate Broker.
An electronic copy of this Prospectus can be downloaded at
www.westpac.com.au/westpaccapnotes6.
This Prospectus is only available electronically to persons accessing
and downloading it 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 6
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 Capital Notes
Holders and Eligible Securityholders, by submitting an online Application at
www.westpac.com.au/westpaccapnotes6.
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 6
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 6 Information Line (Monday to Friday, 8.30am
to 5.30pm, Sydney time) on 1300 653 497 (within Australia) and +61 1300
653 497 (from outside Australia) if you are an Eligible Westpac Capital Notes
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 7.15
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.
Note:
1. See Sections 1.4 and 2.7 for a description of how the Notes will rank in a Winding Up.

1
2
3
4
5
6
7
8
Appendix A
Appendix B
Table of contents
Important noticesInside front cover
Guidance for retail investors2
Key dates3
1. Investment overview4
2. Information about Westpac Capital Notes 617
3. Reinvestment Offer for Westpac Capital Notes36
4. About Westpac43
5. Investment risks52
6. Australian tax summary72
7. Other information78
8. Applying for Westpac Capital Notes 686
Appendix A Glossary92
Appendix B Westpac Capital Notes 6 Terms104
Corporate directoryInside back cover
1

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 6” in
Section 2;
–“Reinvestment Offer for Westpac Capital Notes“ in Section 3;
–“Investment risks” in Section 5; and
–“Westpac Capital Notes 6 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 6 are not deposit liabilities of Westpac, are riskier than bank deposits
and may not be suitable for some investors. Their 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/westpaccapnotes6.
• 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 6
• 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 at 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. Labor Party
proposal to
remove excess
franking credit
refunds
• In March 2018, the Labor Party announced plans to remove cash refunds for excess franking
credits to entities that are currently able to claim them (including individuals and complying
superannuation entities), with effect from 1 July 2019. The full details of how the Labor Party
proposal would be implemented have not yet been announced.
• If the Labor Party forms Federal Government and its proposal becomes law in Australia,
Holders may not be able to claim cash refunds for excess franking credits received in respect
of Distributions on the Notes.
• If you plan to claim cash refunds for excess franking credits received in respect of Distributions
on the Notes, you should consider whether the Notes are a suitable investment for you, and in
any event you should seek professional advice in relation to your tax position and monitor the
potential Labor Party changes on an ongoing basis.
7. Enquiries• If you have any questions in relation to the Offer, please call the Westpac Capital Notes 6
Information Line (Monday to Friday, 8.30am to 5.30pm, Sydney time) on 1300 653 497 (within
Australia) and +61 1300 653 497 (from outside Australia) (local call cost within Australia) or
contact your financial adviser or other professional adviser.
2
Westpac Capital Notes 6

1
2
3
4
5
6
7
8
Appendix A
Appendix B
Key dates
Key dates for the Offer
Record date for determining Eligible Securityholders (7.00pm Sydney time)5 November 2018
Announcement of the Offer and lodgement of this Prospectus with ASIC12 November 2018
Bookbuild 19 November 2018
Announcement of Margin19 November 2018
Lodgement of replacement Prospectus with ASIC20 November 2018
Opening Date20 November 2018
Closing Date for the Securityholder Offer (5.00pm Sydney time)11 December 2018
Closing Date for the Broker Firm Offer (5.00pm Sydney time)11 December 2018
Issue Date of Notes18 December 2018
Commencement of deferred settlement trading19 December 2018
Holding Statements dispatched by21 December 2018
Commencement of normal settlement trading24 December 2018
Key dates for Westpac Capital Notes 6
Record Date for first Distribution 8 March 2019
First Distribution Payment Date
1
18 March 2019
Option for Westpac to Convert
2
, Redeem
3
or Transfer the Notes31 July 2024
Scheduled Conversion Date
4
31 July 2026
Key dates for the Reinvestment Offer
Reinvestment Offer Record Date for determining Eligible Westpac Capital Notes Holders
(7.00pm Sydney time)
5 November 2018
Opening Date for the Reinvestment Offer 20 November 2018
Ex-date for Pro-Rata Westpac Capital Notes Distribution10 December 2018
Record date for Pro-Rata Westpac Capital Notes Distribution (7.00pm Sydney time)11 December 2018
Closing Date for the Reinvestment Offer (5.00pm Sydney time)11 December 2018
Expected date of transfer of Participating Westpac Capital Notes to Westpac Capital Notes
Nominated Party
18 December 2018
Issue Date of Notes for the Reinvestment Offer 18 December 2018
Payment date for Pro-Rata Westpac Capital Notes Distribution
5
18 December 2018
Key dates for the Non-Participating Westpac Capital Notes
Ex-date for Pro-Rata Westpac Capital Notes Distribution 10 December 2018
Record date for Pro-Rata Westpac Capital Notes Distribution (7.00pm Sydney time)11 December 2018
Payment date for Pro-Rata Westpac Capital Notes Distribution
5
18 December 2018
Ex-date for intended Final Westpac Capital Notes Distribution on Non-Participating
Westpac Capital Notes
27 February 2019
Record date for intended Final Westpac Capital Notes Distribution on Non-Participating
Westpac Capital Notes (7.00pm Sydney time)
28 February 2019
Last day of trading in Westpac Capital Notes28 February 2019
Payment date for intended Final Westpac Capital Notes Distribution
5
on Non-Participating
Westpac Capital Notes
8 March 2019
Expected date of transfer of Non-Participating Westpac Capital Notes to Westpac Capital Notes
Nominated Party
8 March 2019
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 6 Terms, if any of these dates are not Business Days and an
event under the Westpac Capital Notes 6 Terms is stipulated to occur on that day, then the event will occur on the next
Business Day.
Note:
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 distribution payment conditions in the Westpac Capital Notes Terms.
3

Section 1
Investment overview
CAUTION – Westpac Capital Notes 6 are not deposit liabilities of Westpac, are riskier than bank deposits and may not be suitable for some
investors. Their 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:
1.1 Key features of the Offer and Westpac Capital Notes 6
1.2 Summary of the Distributions payable on Westpac Capital Notes 6
1.3 Summary of certain events which may affect what Holders of Westpac Capital Notes 6
receive and when they receive it
1.4 Ranking of Westpac Capital Notes 6 in a Winding Up of Westpac
1.5 Key risks associated with an investment in Westpac Capital Notes 6 and Westpac
1.6 Comparison of the Westpac Capital Notes 6 with certain other Westpac investments or
products
1.7 Structure of the Offer and how to apply for Westpac Capital Notes 6
4

1
Section 1 Investment overview
1.1 Key features of the Offer and Westpac Capital Notes 6
TopicSummaryFurther
information
Page(s)
1.1.1 The Offer• The Offer is for the issue of Westpac Capital Notes 6 to raise
approximately $750 million, with the ability to raise more or
less. The Offer includes the Reinvestment Offer, which is a
priority offer to Eligible Westpac Capital Notes Holders to
reinvest some or all of their Westpac Capital Notes in the
Westpac Capital Notes 6.
Sections 2,
3 and 8
17, 36
and 86
1.1.2 The issuer• Westpac Banking Corporation ABN 33 007 457 141.Section 443
1.1.3 Key features
of Westpac
Capital Notes 6
Westpac Capital Notes 6 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 and Ordinary Shares are not
issued for any reason by 5.00pm on the fifth Business Day
after the Capital Trigger Event Conversion Date or Non-
Viability Trigger Event Conversion Date (as the case may
be), 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 rank ahead of Ordinary Shares, equally among
themselves and with Equal Ranking Capital Securities and
behind 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 6
Terms
17
104
5

TopicSummaryFurther
information
Page(s)
1.1.3 Key features
of Westpac
Capital Notes 6
(continued)
• listed – Westpac will apply for the Notes to be quoted on
ASX and the Notes are expected to trade under ASX code
WBCPI.
The Westpac Capital Notes 6 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 6
• 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
46 and
47
1.2 Summary of the Distributions payable on Westpac Capital Notes 6
TopicSummaryFurther
information
Page(s)
1.2.1 Distributions
payable on
Westpac
Capital Notes 6
• 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 Distribution Payment Dates are quarterly, being
18 March, 18 June, 18 September and 18 December of
each year. The first Distribution is scheduled to be paid on
18 March 2019.
• The Distribution Rate is determined in accordance with the
following formula:
(3 month BBSW Rate + Margin) x (1 – Tax Rate
1
)
• The Margin is expected to be in the range of 3.70% to
3.90% per annum and will be determined at the end of the
Bookbuild.
• Distributions are expected to be fully franked.
Section 2.1
Westpac
Capital
Notes 6
Terms
clause 3
18
105
1.2.2 Distributions
may not
be paid on
Westpac
Capital Notes 6
• 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
Westpac
Capital
Notes 6
Terms
clauses 3.3,
3.4, 3.7 and
3.8
18 and
22
106
Note:
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 6 Terms do not include any events of default.
6
Westpac Capital Notes 6

1
Section 1 Investment overview
1.3 Summary of certain events which may affect what Holders of Westpac
Capital Notes 6 receive and when they receive it
TopicSummaryFurther
information
Page(s)
1.3.1 Events that
may affect
the Westpac
Capital Notes 6
• 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 and table in this Section 1.3.1 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 6 Terms.
Sections 2.2
to 2.6
Westpac
Capital
Notes 6
Terms
clauses 4
to 8
23 to
32
107 to
111
At Westpac’s Option
18 December
2018, the
Issue Date
31 July 2024
Conversion, Redemption (subject to
APRA approval) or Transfer at Westpac’s
option (see Sections 2.3 and 2.4)
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
Tax Event or Regulatory Event
Conversion, Redemption (subject to APRA approval) or Transfer at Westpac’s option if a Tax Event or 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-Vialibility Trigger Event
Automatic Conversion if a Capital Trigger Event or Non-Vialibility Trigger Event occurs (or if Conversion
does not occur for any reason by 5.00pm on the fifth Business Day after the Capital Trigger Event Conversion
Date or Non-Vialibility Trigger Event Conversion Date, all rights in relation to those Notes will be terminated)
(see Section 2.5)
You receive
Ordinary Shares
31 July 2026, the first
possible Scheduled
Conversion Date
Scheduled Conversion
subject to the Scheduled
Conversion Conditions
being satisfied
(see Section 2.2.3)
Each Distribution
Payment Date after the
first possible Scheduled
Conversion Date
If Scheduled Conversion
does not occur on the
first possible Scheduled
Conversion Date of
31 July 2026, 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)
Scheduled Conversion Date
Perpetual
EVENTS THAT COULD OCCUR AT ANY TIME:
7

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
31 July 2024
or if a Tax
Event or
Regulatory
Event
occurs
Ye s
3
Yes,
before or
concurrently
with
Redemption
4
Face Value
(initially $100
per Note) plus
a Distribution
5

CashSections 2.3.1
to 2.3.4
Westpac
Capital
Notes 6
Terms
clause 7
Transfer at
Westpac's
option
31 July 2024
or if a Tax
Event or
Regulatory
Event
occurs
NoNoFace Value
(initially $100
per Note) plus
a Distribution
5
Cash
6
Sections 2.3.1
and 2.3.5
Westpac
Capital
Notes 6
Terms
clause 8
Conversion
at Westpac's
option
31 July 2024
or if a Tax
Event or
Regulatory
Event
occurs
NoYe s
7
Ordinary
Shares worth
approximately
$101.01
8
per
Note plus a
Distribution
5
A variable
number of
Ordinary
Shares
plus a cash
Distribution
5
Section 2.4
Westpac
Capital
Notes 6
Terms
clauses 6
and 9
Scheduled
Conversion
31 July 2026NoYe s
7
Ordinary
Shares worth
approximately
$101.01
8
per
Note plus a
Distribution
5
A variable
number of
Ordinary
Shares
plus a cash
Distribution
5
Section 2.2
Westpac
Capital
Notes 6
Terms
clauses 4
and 9
Conversion
upon an
Acquisition
Event
If an
Acquisition
Event
occurs
NoYe s
7
Ordinary
Shares worth
approximately
$101.01
8
per
Note plus a
Distribution
5
A variable
number of
Ordinary
Shares
plus a cash
Distribution
5
Section 2.6
Westpac
Capital
Notes 6
Terms
clauses 5.9
and 9
Note:
3. Holders should not expect that APRA’s approval will be given if requested.
4. 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.
5. 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.
6. On Transfer, Holders will receive the Face Value in cash from the Nominated Party to whom the Notes are transferred.
7. Conversion is conditional on Westpac’s share price being above a specified level in the period prior to Conversion.
8. Based on the Initial Face Value of $100 per Note and the VWAP 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.
8
Westpac Capital Notes 6

1
Section 1 Investment overview
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
by 5.00pm
on the fifth
Business
Day after
the Capital
Trigger Event
Conversion
Date or
Non-Viability
Trigger Event
Conversion
Date (as the
case may be)
9
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
by 5.00pm
on the fifth
Business
Day after
the Capital
Trigger Event
Conversion
Date or
Non-Viability
Trigger Event
Conversion
Date (as the
case may
be), 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 5.1.7 to
5.1.9
Westpac
Capital
Notes 6
Terms
clauses 5.1 to
5.8 and 9
Note:
9. 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.
9

1.4 Ranking of Westpac Capital Notes 6 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 and Ordinary Shares are not issued for any reason by 5.00pm on the fifth Business
Day after the Capital Trigger Event Conversion Date or Non-Viability Trigger Event Conversion Date (as the case may be).
Higher rankingIllustrative examples
10
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 and subordinated
perpetual debt
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 6, Westpac Capital Notes, Westpac Capital
Notes 2, Westpac Capital Notes 3, Westpac Capital Notes 4,
Westpac Capital Notes 5 and Westpac USD AT1 Securities
Lower rankingOrdinary sharesOrdinary Shares
1.5 Key risks associated with an investment in Westpac Capital Notes 6
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 6
TopicSummaryFurther
information
Page(s)
Westpac Capital
Notes 6 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 53
Market price of the
Westpac Capital
Notes 6 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 government
policy, changes in regulatory policy, changes in investor
perception and sentiment in relation to Westpac, changes
in the market price of 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.
Sections
5.1.2 and
5.1.4
53
Note:
10. 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 NZD
Subordinated Notes and Additional Tier 1 Capital securities) may be converted into Ordinary Shares, which will then rank equally with other Ordinary Shares.
10
Westpac Capital Notes 6

1
Section 1 Investment overview
TopicSummaryFurther
information
Page(s)
Liquidity of the
Westpac Capital
Notes 6 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 5.1.353
Excess franking
credit refunds may be
removed under the
Labor Party
• If the Labor Party forms Federal Government and its
proposal as described in Sections 2.1.5 and 6.3.1 becomes
law in Australia, Holders may not be able to claim cash
refunds for excess franking credits received in respect of
Distributions on the Notes. Accordingly, the Notes may be
less valuable to those investors in the future and the market
price of the Notes and/or the liquidity of the market for the
Notes could be adversely impacted.
Sections
2.1.5, 5.1.4
and 6.3.1
20, 53
and 73
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.
Section 2.1.922
Changes in the
Distribution Rate
• The Distribution Rate will fluctuate (and may increase and/or
decrease) over time with movements in the 3 month BBSW
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
5.1.6
18 and
54
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 by 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 by 5.00pm
on the fifth Business Day after the Capital Trigger Event
Conversion Date or Non-Viability Trigger Event Conversion
Date (as the case may be) (for example, due to laws relating
to Australian foreign investment laws, Australian financial
sector ownership laws, Chapter 6 of the Corporations Act
or other applicable laws specified under the Banking Act, 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
–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.
Sections
2.5.4, 2.5.5,
5.1.8 and
5.1.9
30 to 31
and 54
to 55
11

TopicSummaryFurther
information
Page(s)
Credit ratings• Any credit rating assigned to the Notes or other Westpac
securities could be reviewed, suspended, withdrawn or
downgraded by credit rating 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 5.1.1156
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
5.1.12
56
It is not certain
whether and when
the Westpac
Capital Notes 6
will be Converted,
Redeemed or
Transferred
• Conversion may not occur on 31 July 2026, 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
5.1.13 to
5.1.16
56 to
57
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
5.1.17
57
Ranking of the
Westpac Capital
Notes 6
• 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 among themselves and
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.
• 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 by
5.00pm on the fifth Business Day after the Capital Trigger
Event Conversion Date or Non-Viability Trigger Event
Conversion Date (as the case may be), 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.
Sections
1.4, 2.7, 5.1.9,
5.1.10, 5.1.24
and 5.1.25
10, 33,
55, 56
and 59
12
Westpac Capital Notes 6

1
Section 1 Investment overview
TopicSummaryFurther
information
Page(s)
Changes in
regulatory capital
requirements
• 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 takes place due to the occurrence of a Capital
Trigger Event or Non-Viability Trigger Event.
Sections
4.2.1, 4.2.2,
4.2.3, 4.2.4
and 5.1.18
47 to
49 and
57
Future issues of
securities by Westpac
• Westpac may issue further securities which rank equally with
or ahead of the Notes.
Section
5.1.24
59
1.5.2 Key risks associated with Westpac and the Westpac Group
TopicSummaryFurther
information
Page(s)
Regulatory change
and compliance
• 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
Misconduct in the Banking, Superannuation and Financial
Services Industry).
Sections
4.4, 5.2.1 to
5.2.3 and
5.2.5
51, 60
to 63
and 64
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
5.2.8 and
5.2.10
65 to
66
Financial market
volatility
• Westpac could be adversely affected by disruptions to
global financial markets or other financial market volatility.
Sections
5.2.9 and
5.2.16
66 to
67
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
5.2.11 to
5.2.14 and
5.2.16
66 to
67
Other risks• Westpac may be adversely affected by other events such
as reputational damage, cyberattacks, technology failures,
changes in competition, operational failures, conduct issues
or other risks.
Sections
5.2.4 to
5.2.7, 5.2.15
and 5.2.17 to
5.2.29
63 to
65, 67,
68 to 71
1.6 Comparison of the Westpac Capital Notes 6 with certain other
Westpac investments or products
TopicSummaryFurther
information
Page(s)
Differences between
term deposits,
Westpac Capital
Notes 5, Westpac
Capital Notes 6 and
Ordinary Shares
• There are differences between term deposits, Westpac
Capital Notes 5, Westpac Capital Notes 6 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 Capital Notes (which is the
subject of the Reinvestment Offer) and Westpac Capital
Notes 6.
See table in
this Section
1.6
Section 3.4
14 to 15
40
13

Westpac Term
Deposit
Westpac Capital
Notes 5
Westpac Capital
Notes 6
Ordinary Shares
ASX codeNot quoted on
ASX
WBCPHWBCPI
11
WBC
Legal formDepositUnsecured subordinated debt obligationOrdinary share
Protection under
the Banking Act or
Financial Claims
Scheme
Ye s
12
No
TermSeven days
to 60 months
Perpetual (no
fixed maturity
date) with the first
possible scheduled
conversion date on
22 September 2027
13

Perpetual (no
fixed maturity
date) with the first
possible Scheduled
Conversion Date
in approximately
7.6 years
14

Perpetual (no fixed
maturity date)
Distribution/
interest/dividend
rate
Fixed
15
Floating, calculated as the
(margin + 3 month BBSW rate) × (1 – tax rate)
Variable dividends
as determined by
Westpac
MarginN/A 3.20% per annumThe Margin is
expected to be
in the range of
3.70% to 3.90% per
annum and will be
determined at the
end of the Bookbuild
N /A
Distribution/
interest/dividend
payment frequency
Either at specific
intervals, at
maturity or at
early closure by
the customer
QuarterlySemi-annually
Are there
conditions to
payment of
distributions/
interest/dividend
payments?
No, subject to
applicable laws
15
Yes, subject to
Westpac's absolute
discretion and
distribution 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 /AYes, 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 /AFrankable and grossed-up for a non franked
portion
Frankable
Note:
11. Westpac will apply for Westpac Capital Notes 6 to be quoted on ASX and they are expected to trade under the code WBCPI.
12. 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.
13. Subject to possible early redemption (with APRA’s prior written approval), conversion or transfer in certain circumstances.
14. Subject to possible early Redemption (with APRA’s prior written approval), Conversion or Transfer in certain circumstances.
15. Interest rate adjustments may apply if a customer withdraws an amount before the end of the term of the Westpac Term Deposit.
14
Westpac Capital Notes 6

1
Section 1 Investment overview
Note:
16. Westpac will apply for Westpac Capital Notes 6 to be quoted on ASX and they are expected to trade under the code WBCPI.
17. 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.
Westpac Term
Deposit
Westpac Capital
Notes 5
Westpac Capital
Notes 6
Ordinary Shares
Transferable by
holder
NoYes, quoted on ASXYes, quoted on ASX
16
Yes, quoted on ASX
Investor's ability to
withdraw or redeem
Yes, by closing
the deposit
17

No
Redemption at
issuer's option
(subject to APRA
approval and
certain other
conditions)
NoYes, on 22
September 2025, and
in certain specified
circumstances
Yes, on 31 July
2024, and in
certain specified
circumstances (see
Section 2.3)
No
Transfer to
nominated party at
issuer's option
NoYes, on 22
September 2025, and
in certain specified
circumstances
Yes, on 31 July
2024, and in
certain specified
circumstances (see
Section 2.3)
No
Conversion to
Ordinary Shares
at issuer’s option
(subject to certain
conditions)
NoYes, on 22
September 2025, and
in certain specified
circumstances
Yes, on 31 July
2024, 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)
NoYes, scheduled
conversion on 22
September 2027
(subject to the
satisfaction of the
scheduled conversion
conditions), and in
certain specified
circumstances
Yes, Scheduled
Conversion on 31 July
2026 (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 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 by 5.00pm on
the fifth business day after the capital trigger
event conversion date or non-viability trigger
event conversion date (as the case may be),
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 6 on a Capital Trigger Event or Non-
Viability Trigger Event
N /A
RankingSee Sections 1.4, 2.7, 5.1.9, 5.1.10, 5.1.24 and 5.1.25
15

1.7 Structure of the Offer and how to apply for Westpac Capital Notes 6
TopicSummaryFurther
information
Page(s)
1.7.1 Offer structure
and who can
apply
• The Offer consists of:
–a Reinvestment Offer – to Eligible Westpac Capital Notes
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
Westpac Capital Notes 6 by Eligible Westpac Capital Notes
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
36 and
86
1.7.2 How to apply• For information on how to apply for the Notes, see Section 8
and the Application Forms.
Section 886
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 Capital Notes Holder, you may
apply to reinvest some or all of your Westpac Capital Notes
in Westpac Capital Notes 6 under the Reinvestment Offer.
However if you wish to participate in the Reinvestment Offer
and:
–you own 50 Westpac Capital Notes or fewer, you must
apply to reinvest all your Westpac Capital Notes; or
–you own more than 50 Westpac Capital Notes, you must
apply to reinvest a minimum of 50 Westpac Capital
Notes ($5,000).
• If you apply to reinvest all your Westpac Capital Notes, you
may also apply for additional Westpac Capital Notes 6. Your
application for additional Westpac Capital Notes 6 must be
for a minimum of 50 additional Westpac Capital Notes 6
($5,000), and in multiples of 10 Westpac Capital Notes 6
($1,000) thereafter (over and above your Application for
reinvestment).
Section 886
16
Westpac Capital Notes 6

2
Section 2
Information about
Westpac Capital Notes 6
CAUTION – Westpac Capital Notes 6 are not deposit liabilities of Westpac, are riskier than bank deposits and may not be suitable for some
investors. Their 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:
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 6 in a Winding Up
2.8 Other key features of the Westpac Capital Notes 6
17

The following is an overview of the key terms of Westpac Capital Notes 6. It is important that you read this Prospectus,
the Westpac Capital Notes 6 Terms, the Notes Deed Poll and Westpac’s Constitution in full before deciding to invest
in Westpac Capital Notes 6. If you have any questions, you should seek advice from your financial adviser or other
professional adviser.
The full Westpac Capital Notes 6 Terms are contained in Appendix B. Rights and liabilities attaching to Westpac Capital
Notes 6 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 6
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 6 Terms
clause 3
105
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 = (3 month BBSW Rate + Margin) x
(1 – Tax Rate)
3 month
BBSW Rate
The 3 month BBSW Rate on the first
Business Day of the Distribution Period
(except for the first Distribution Period,
where the 3 month BBSW Rate will be
determined on the Issue Date)
1
MarginThe Margin is expected to be in the range
of 3.70% to 3.90% per annum. The Margin
will be determined at the end of the
Bookbuild and will not change after that
determination is made
Tax RateThe 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, assuming a Margin of 3.70% per annum, if
the 3 month BBSW Rate on the Issue Date is the same as
on 31 October 2018 and assuming that the Distribution will
be fully franked, the Distribution Rate for that Distribution
Period would be calculated as follows:
2
3 month BBSW Rate at 31 October
2018
1.9100% per annum
Plus the assumed Margin+ 3.7000% per annum
Equivalent unfranked Distribution Rate
Multiplied by (1 – Tax Rate)
5.6100% per annum
x 0.70
Distribution Rate3.9270% per annum
Westpac
Capital
Notes 6 Terms
clause 3.1
105
Note:
1. If for any reason the BBSW Rate does not appear on the relevant page, the BBSW Rate will be the rate determined by Westpac in good faith, having
regard to comparable indices then available.
2. 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 3 month BBSW Rate, the Margin and the Tax Rate.
18
Westpac Capital Notes 6

2
Section 2 Information about Westpac Capital Notes 6
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
Period
The period from (but excluding) the
Issue Date in the case of the first
Distribution Period, or otherwise from
(but excluding) each Distribution
Payment Date, 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 3.9270% 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:
3,4
Distribution Rate3.9270% 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$0.9683
Franking credits
5
attached to the
cash amount of the Distribution$0.4150
Westpac
Capital
Notes 6 Terms
clause 3.1
105
2.1.4 Franking of
Distributions
Westpac expects, but does not guarantee, that Distributions
will be fully franked.
If a Distribution is not fully franked then the amount of
the cash Distribution entitlement would be adjusted to
compensate for the unfranked amount. The formula for
determining the adjusted Distribution is:
Adjusted Distribution =
Distribution
1 – [Tax Rate x (1 – Franking Rate)]
DistributionThe Distribution entitlement on
that Distribution Payment Date as
calculated under clause 3.1 of the
Westpac Capital Notes 6 Terms –
see Section 2.1.3
Tax RateSee Section 2.1.2
Franking RateThe percentage of the Distribution
that would carry franking credits
Section 2.1.5
Westpac
Capital
Notes 6 Terms
clauses 3.1 and
3.2
20
105
Note:
3. Distribution Periods will generally have 90-92 days in them.
4. 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.
5. See Section 2.1.5 in relation to the use of franking credits by Holders.
19

TopicSummaryFurther
information
Page(s)
2.1.4 Franking of
Distributions
(continued)
If there is a change in the Tax Rate, the Distribution Rate will
change accordingly. 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.
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 who subscribe for Notes under
the Offer 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 3.9270% per annum in the example in Section 2.1.2
would be 1.6830% 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 5.6100% 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 and you may
not be able to obtain full value for these depending on your
circumstances (see below for more information).
Use of franking credits by Holders
Australian resident Holders may be entitled to use franking
credits to offset their tax liability and Australian resident
Holders that are individuals or complying superannuation
entities may be entitled to a refund of excess franking credits,
to the extent that the franking credits exceed their tax liability.
You should 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.
Investors should also be aware that in March 2018, the Labor
Party announced plans to remove cash refunds for excess
franking credits to entities that are currently able to claim
them (including individuals and complying superannuation
entities), with effect from 1 July 2019. The full details of how
the Labor Party proposal would be implemented have not
yet been announced and the implementation of the proposal
is contingent on Labor Party forming federal government in
Australia and passing the proposal as law.
The Labor Party proposal would not impact the level of
franking of Distributions. Accordingly, there would be no
requirement under the Westpac Capital Notes 6 Terms to
adjust or gross up the cash amount of a Distribution for
any excess franking credits that are not able to be utilised
as a result of the Labor Party proposal being implemented.
Further, implementation of the Labor Party proposal would
not give rise to a Tax Event.
Investors should seek professional advice in relation to their
tax position and monitor these potential changes on an
ongoing basis.
Sections 5.1.4
and 6
53 and
72
20
Westpac Capital Notes 6

2
Section 2 Information about Westpac Capital Notes 6
TopicSummaryFurther
information
Page(s)
2.1.6 3 month BBSW
Rate
The 3 month BBSW 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 3 month BBSW Rate over the last 10
years are set out in the graph below.
6
The rate on 31 October
2018 was 1.91% per annum.
3 month BBSW Rate (% per annum)
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
6.00%
7.00%
Oct- 2008Oct- 2010Oct- 2012Oct- 2014Oct- 2016Oct- 2018
Westpac
Capital
Notes 6 Terms
clause 3.1
105
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:
• 18 March, 18 June, 18 September and 18 December of each
year commencing on 18 March 2019, 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 18 March, 18 June, 18 September and
18 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) 18 March 2019. Thereafter, each
Distribution Period runs from (but excludes) the previous
Distribution Payment Date to (and includes) the next
Distribution Payment Date.
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 6 Terms
clauses 3.1, 3.5,
3.6 and 11.1(b)
105 to
106 and
116
Note:
6. This graph is for illustrative purposes only and does not indicate, guarantee or forecast the actual 3 month BBSW Rate. Past levels are not necessarily
indicative of future levels. The actual 3 month BBSW Rate for the first and any subsequent Distribution Period may be higher or lower than the rates in
the above graph. Source: IRESS.
21

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 6 Terms
(provided that Distributions are always paid in cash).
Section 8.5.1
Westpac
Capital
Notes 6 Terms
clause 11
91
116
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 5.1.5
Westpac
Capital
Notes 6 Terms
clause 3.3
53
106
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
7
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 6 Terms
clause 3.4
106
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 6 Terms
clauses 3.7
and 3.8
106
Note:
7. The Westpac Capital Notes 6 Terms do not include any events of default.
22
Westpac Capital Notes 6

2
Section 2 Information about Westpac Capital Notes 6
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 6 Terms.
On Conversion of a Note on the Scheduled Conversion
Date, the Holder’s rights in relation to that Note will be
immediately and irrevocably terminated and Westpac will
apply the Face Value of each Note by way of payment for
the subscription for the Ordinary Shares. The Ordinary
Shares issued will have the same rights as other Ordinary
Shares on issue at the relevant time.
Westpac
Capital
Notes 6 Terms
clause 9.1
112
2.2.2 Scheduled
Conversion
Date
The Notes do not have a maturity date but have a Scheduled
Conversion Date. Conversion is scheduled to occur on the
Scheduled Conversion Date, which will be the earlier of:
• 31 July 2026; and
• the first Distribution Payment Date after 31 July 2026,
on which the Scheduled Conversion Conditions are satisfied.
Westpac
Capital
Notes 6 Terms
clause 4.1
107
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 25
th
Business Day before (but not
including) the 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 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 31 July 2026 as a potential Scheduled Conversion Date.
These dates are indicative only and may change.
Westpac
Capital
Notes 6 Terms
clause 4.2
107
20 Business Day VWAP Period
First Scheduled Conversion Condition
The VWAP of Ordinary Shares on the 25
th

Business Day before (but not including)
the Scheduled Conversion Date is greater
than 56.12% of the Issue Date VWAP
Second Scheduled Conversion Condition
The VWAP of Ordinary Shares during the
20 Business Days before (but not including)
the Scheduled Conversion Date is greater
than 50.51% of the Issue Date VWAP
26 June 2026
25
th
Business Day
before the Scheduled
Conversion Date
3 July 2026
First Business Day of VWAP
Period (20
th
Business Day
before the Scheduled
Conversion Date)
30 July 2026
Last Business Day of
VWAP Period (Business
Day before the Scheduled
Conversion Date)
31 July 2026
Scheduled Conversion Date
(subject to satisfaction
of the Scheduled
Conversion Conditions)
23

TopicSummaryFurther
information
Page(s)
2.2.4 Purpose of
the Scheduled
Conversion
Conditions
It is intended that upon a Scheduled Conversion, Holders
should receive Ordinary Shares worth approximately $101.01
per Note (based on the Initial Face Value of $100 per Note
and the VWAP of Ordinary Shares during the 20 Business
Days before the Scheduled Conversion Date, with the benefit
of a 1% discount)
8
.
There is a cap on the number of Ordinary Shares (Maximum
Conversion Number) that Holders can be issued upon
Scheduled Conversion of the Notes, due to Prudential
Standards and ratings guidance. The Maximum Conversion
Number in the case of Scheduled Conversion is set by
dividing the Face Value (initially $100 per Note) by 50% of
the Issue Date VWAP.
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. 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 6 Terms
clause 4.2
107
2.2.5 Consequences
if the
Scheduled
Conversion
Conditions are
not satisfied
If the Scheduled Conversion Conditions are not satisfied
on 31 July 2026, Conversion will not occur until the next
Distribution Payment Date on which the Scheduled
Conversion Conditions are satisfied.
Westpac
Capital
Notes 6 Terms
clauses 4.1 and
4.2
107
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 6 Terms).
The satisfaction of the Scheduled Conversion Conditions
on a potential Scheduled Conversion Date will depend on
the price of Ordinary Shares. For example
9
, if the Issue Date
VWAP is $26.00, 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 $14.60 (56.12% of the Issue Date
VWAP); and
• the VWAP for the Second Scheduled Conversion
Condition would need to be at least $13.14 (50.51% of the
Issue Date VWAP).
Westpac
Capital
Notes 6 Terms
clauses 4.2,
9.1 to 9.8 and
16.2 (definition
of “Issue Date
VWAP” and
“VWAP”)
107, 112
to 113,
121 and
123
Note:
8. 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.
9. 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.
24
Westpac Capital Notes 6

2
Section 2 Information about Westpac Capital Notes 6
TopicSummaryFurther
information
Page(s)
2.2.7 How many
Ordinary Shares
will I receive if
the Westpac
Capital Notes 6
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 $26.00, 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$25.74
Ordinary Shares per Note3.8850
Assuming the price of the Ordinary Shares on the Scheduled
Conversion Date is also $26.00, the aggregate value of the
Ordinary Shares would be approximately $101.01 (calculated
by multiplying 3.8850 Ordinary Shares by the Ordinary Share
price of $26.00).
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 6 Terms
clause 9.1
112
2.2.8 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
10
, 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
11
. 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 6 Terms
clause 9.10
114
Note:
10. Westpac will 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.
11. 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 by 5.00pm on the fifth Business Day after the Capital Trigger Event Conversion Date or
Non-Viability Trigger Event Conversion Date (as the case may be), 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.
25

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 6
Westpac may elect to Redeem or Transfer:
• all or some of the Notes on 31 July 2024; 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 6
Terms clauses
7, 8 and 16.2
(definition of
“Tax Event” and
“Regulatory
Event”)
110 to 111
and 122
to 123
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.
The Labor Party proposal to remove cash refunds for excess
franking credits to certain entities, as described in Sections
2.1.5 and 6.3.1, if implemented, would not give rise to a
Tax Event.
Section 2.1.5
and Westpac
Capital Notes 6
Terms clause
16.2 (definition
of “Tax Event”)
20 and
123
2.3.3 Regulatory
Event
Broadly, a Regulatory Event will occur if Westpac determines,
after receiving a supporting opinion of reputable legal
counsel in Australia experienced in such matters or
confirmation from APRA that, as a result of a change of law
or regulation after the Issue Date:
• additional requirements would be imposed on the
Westpac Group or there would be a negative impact on
the Westpac Group in relation to (or in connection with)
Notes which Westpac determines to be unacceptable; or
• Westpac 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 6
Terms clause
16.2 (definition
of “Regulatory
Event”)
122
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 6 Terms
clauses 7 and
16.2 (defi nition
of “Red-
emption”)
110 and
122
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 31 July 2024 or on a Transfer Date following a Tax
Event or Regulatory Event, the Transfer will not proceed and
Holders will continue to hold their Notes.
Westpac
Capital Notes 6
Terms clauses
8 and 16.2
(definition of
“Transfer”)
111 and
123
26
Westpac Capital Notes 6

2
Section 2 Information about Westpac Capital Notes 6
TopicSummaryFurther
information
Page(s)
2.3.5 Meaning of
Transfer
(continued)
The Nominated Party means one or more third parties
selected by Westpac in its absolute discretion, which 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.
2.4 Optional Conversion
TopicSummaryFurther
information
Page(s)
2.4.1 When does
Westpac have
an option
to Convert
Westpac
Capital
Notes 6?
Subject to satisfaction of the Optional Conversion
Restriction, Westpac may elect to Convert:
• all or some of the Notes on 31 July 2024; or
• all (but not some) of the Notes following a Tax Event or
Regulatory Event.
Westpac
Capital Notes 6
Terms clauses
6 and 16.2
(definition
of “Tax
Event” and
“Regulatory
Event”)
Sections 2.3.2
and 2.3.3
109 and
122 to
123
26
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
31 July 2024; and
–less than or equal to 22.20% of the Issue Date VWAP,
where Westpac chooses to Convert the Notes on an
Optional Conversion Date 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 on an Optional Conversion Date
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 6
Terms clauses
6.2 and 6.4
110
27

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 2.2.7
Westpac
Capital
Notes 6 Terms
clause 16.2
(definition
of “VWAP
Period”)
25
123
2.4.4 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 first 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 6 Terms
clause 6.5
110
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 6 –
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 by 5.00pm
on the fifth Business Day after the Capital Trigger Event
Conversion Date or Non-Viability Trigger Event Conversion
Date (as the case may be), 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
Westpac
Capital
Notes 6 Terms
clauses 5.2 to
5.8
107 to
109
28
Westpac Capital Notes 6

2
Section 2 Information about Westpac Capital Notes 6
TopicSummaryFurther
information
Page(s)
2.5.1 Automatic
Conversion
of Westpac
Capital
Notes 6 –
Capital Trigger
Event and
Non-Viability
Trigger Event
(continued)
• 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 or unpaid Distributions.
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 into account the effect on marketable
parcels of Notes and the need to round to whole numbers
of Ordinary Shares and the face value of any Notes or other
Relevant Securities remaining on issue and the need to effect
the conversion, write-off or write-down immediately, provided
that such determination does not impede the immediate
Conversion of the relevant number of Notes.
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 or Level 2 basis.
Upon a Capital Trigger Event occurring, Westpac must
Convert (or otherwise, if Conversion does not occur for
any reason and Ordinary Shares are not issued for any
reason by 5.00pm on the fifth Business Day after the
Capital Trigger Event Conversion Date, 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, write-off 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 10.6% as at 30 September 2018 equates to a surplus
of $23.4 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 10.5% as at
30 September 2018 equates to a surplus of $22.0 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 1 and Level 2 basis.
Westpac’s Common Equity Tier 1 Capital Ratio
(Level 1 and Level 2 basis) (%)
Sections 4.1.5
and 4.2.4 to
4.2.6
Westpac
Capital
Notes 6 Terms
clauses 5.1, 5.2,
5.7, 5.8 and 9.1
47 and
49 to
50
107, 109
and 112
Sep 14Mar 15Sep 15Mar 16Sep 16Mar 17Sep 17Sep 18Mar 18
5.125%
9.2%
9.0%
8.7%
8.8%
9.7%
9.5%
10.8%
10.5%
9.7%
9.5%
10.2%
10.0%
10.4%
10.6%
10.4%
10.5%
Level 1
10.5%
Level 2
10.6%
CET 1 ratio - Level 1CET1 ratio - Level 2
29

TopicSummaryFurther
information
Page(s)
2.5.2 Capital
Trigger Event
(continued)
The graph on the previous page 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 RWA calculations and
unexpected events affecting Westpac’s business, operations
and financial condition.
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, write-off 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, if Conversion does not occur
for any reason and Ordinary Shares are not issued for any
reason by 5.00pm on the fifth Business Day after the Non-
Viability Trigger Event Conversion Date, terminate the rights
attaching to), 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,
written-off 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 6 Terms
clauses 5.3,
5.4, 5.7, 5.8
and 9.1
108 to
109 and
112
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 immediately preceding,
but not including, the Capital Trigger Event Conversion
Date or Non-Viability Trigger Event Conversion Date, as
applicable.
Westpac
Capital
Notes 6 Terms
clauses 5.5,
5.7, 9.1 and
16.2 (definition
of “VWAP
Period”)
108 to
109, 112
and 123
30
Westpac Capital Notes 6

2
Section 2 Information about Westpac Capital Notes 6
TopicSummaryFurther
information
Page(s)
2.5.4 How many
Ordinary
Shares
will I receive
on Conversion
following a
Capital Trigger
Event or
Non-Viability
Trigger Event?
(continued)
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 by 5.00pm on the fifth Business Day after
the Capital Trigger Event Conversion Date or Non-Viability
Trigger Event Conversion Date (as the case may be).
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
$26.00. 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 6 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 for
each Note 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$5.20
Ordinary Shares per Note19.2308
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
19 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 $76.00,
thereby suffering a loss of $24.00 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.
Westpac
Capital
Notes 6 Terms
clauses 9.1 to
9.8
112 to
113
31

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?
(continued)
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 6 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.
2.5.6 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 Australian foreign
investment laws, Australian financial sector ownership laws,
Chapter 6 of the Corporations Act or other applicable laws
specified under the Banking Act, 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 after the Capital Trigger
Event Conversion Date or Non-Viability Trigger Event
Conversion Date (as the case may be), 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
6 Terms clause
5.8
109
2.6 Automatic Conversion – Acquisition Event
TopicSummaryFurther
information
Page(s)
2.6.1 Automatic
Conversion
of Westpac
Capital
Notes 6 –
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).
Westpac
Capital Notes
6 Terms
clause 5.9
109
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 6 Terms.
Westpac
Capital
Notes 6 Terms
clause 16.2
(definition of
“Acquisition
Event”)
119
32
Westpac Capital Notes 6

2
Section 2 Information about Westpac Capital Notes 6
TopicSummaryFurther
information
Page(s)
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
12
before (but not
including) the Acquisition Event Conversion Date is greater
than 20.20% of the Issue Date VWAP.
Westpac
Capital
Notes 6 Terms
clauses 4.2(a)
(ii) and 5.9(b)
107 and
109
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
12
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 2.2.7
Westpac
Capital
Notes 6 Terms
clauses 5.9(b),
9.1 and 16.2
(definition
of “VWAP
Period”)
25
109, 112
and 123
2.7 Ranking of the Westpac Capital Notes 6 in a Winding Up
TopicSummaryFurther
information
Page(s)
Ranking of Westpac
Capital Notes 6 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 Australian
foreign investment laws, Australian financial sector
ownership laws, Chapter 6 of the Corporations Act or
other applicable laws specified under the Banking Act, 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 after
the Capital Trigger Event Conversion Date or Non-Viability
Trigger Event Conversion Date (as the case may be), 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).
Sections 1.4,
5.1.9, 5.1.10,
5.1.24 and
5.1.25
Westpac
Capital Notes
6 Terms
clauses 2, 5.8
and 13.4
10, 55
to 56
and 59
105, 109
and 117
Note:
12. If trading in Ordinary Shares after an Acquisition Event occurs for less than 20 Business Days, the VWAP Period will be the number of Business Days
after the occurrence of the Acquisition Event on which trading in Ordinary Shares takes place, immediately preceding, but not including the Business Day
before the Acquisition Event Conversion Date.
33

TopicSummaryFurther
information
Page(s)
Ranking of Westpac
Capital Notes 6
in a Winding Up
(continued)
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 5.1.25.
2.8 Other key features of the Westpac Capital Notes 6
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 6 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 6 Terms,
Holders will be obliged to accept Approved Successor
Shares on Conversion, and will not receive Ordinary Shares
on Conversion.
Westpac
Capital
Notes 6 Terms
clauses 5.10
and 13.4
109 and
117
2.8.2 Westpac
Capital Notes 6
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 5.1.1
Westpac
Capital
Notes 6 Terms
clause 14.1
53
118
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 or
otherwise, without the approval of Holders.
Section 5.1.24
Westpac
Capital
Notes 6 Terms
clause 14.2
59
118
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
6 Terms clause
14.7
118
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 6 Terms
clause 14.3
118
34
Westpac Capital Notes 6

2
Section 2 Information about Westpac Capital Notes 6
TopicSummaryFurther
information
Page(s)
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 7.4.4
Westpac
Capital
Notes 6 Terms
clause 14.7
80
118
2.8.7 Notes Deed
Poll
A trustee has not been appointed for the Notes. Instead, a
Notes Deed Poll will be made by Westpac in favour of each
person who is from time to time a Holder.
The Notes Deed Poll will contain:
• the agreement of Westpac to observe its obligations as
set out in the Westpac Capital Notes 6 Terms;
• an obligation on Westpac to appoint the Registrar and
procure the Registrar to establish and maintain a Westpac
Capital Notes 6 Register; and
• provisions for meetings of Holders.
Holders will be bound by the terms of the Notes Deed Poll,
the Westpac Capital Notes 6 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 6 Terms independently of the
Registrar and each other Holder.
The Notes Deed Poll is expected to be executed by Westpac
on or around the date of the Bookbuild. An electronic copy
of the final form of the Notes Deed Poll can be viewed and
downloaded from Westpac’s website at www.westpac.com.
au/westpaccapnotes6. The final form of the Notes Deed
Poll is incorporated by reference into this Prospectus.
See the final
form of the
Notes Deed
Poll, available
at Westpac’s
website at
www.westpac.
com.au/
westpaccap
notes6
N /A
35

Section 3
Reinvestment Offer for
Westpac Capital Notes
CAUTION – Westpac Capital Notes 6 are not deposit liabilities of Westpac, are riskier than bank deposits and may not be suitable for some
investors. Their 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 Overview of Westpac Capital Notes and the Reinvestment Offer
3.2 Key details of the Reinvestment Offer
3.3 Options for Westpac Capital Notes holders
3.4 Key differences between Westpac Capital Notes and Westpac Capital Notes 6
3.5 Risks associated with the Reinvestment Offer
3.6 Further information about Westpac Capital Notes and the Reinvestment Offer
36

3
Section 3 Reinvestment Offer for Westpac Capital Notes
3.1 Overview of Westpac Capital Notes and the Reinvestment Offer
TopicSummary
3.1.1 What are
Westpac Capital
Notes?
Westpac Capital Notes are fully paid, non-cumulative, convertible, transferable,
redeemable, subordinated, perpetual, unsecured notes issued by Westpac. Westpac
Capital Notes trade on ASX under the code “WBCPD”.
3.1.2 What is
happening to
Westpac Capital
Notes?
On 8 March 2019 (the optional redemption/transfer date for Westpac Capital Notes),
Westpac has the option under the Westpac Capital Notes Terms to:
• arrange for the transfer of all or some Westpac Capital Notes for their face value of
$100 to a nominated third party selected by Westpac; and/or
• redeem all or some Westpac Capital Notes for their face value of $100 (subject to APRA
approval, which may or may not be given).
Westpac intends to issue a transfer notice to transfer all outstanding Westpac Capital
Notes (for $100 per Westpac Capital Note) on 8 March 2019 to the Westpac Capital Notes
Nominated Party. The transfer notice will be lodged on the ASX at the time of issue.
3.1.3 What is the
Reinvestment
Offer?
The Reinvestment Offer is an opportunity for Eligible Westpac Capital Notes Holders to
apply to reinvest some or all of their Westpac Capital Notes in Westpac Capital Notes 6
(and apply for additional Westpac Capital Notes 6). Any reinvestment in Westpac Capital
Notes 6 will occur before the intended transfer of Westpac Capital Notes on 8 March 2019.
3.1.4 What is the
difference
between
Participating
Westpac Capital
Notes and Non-
Participating
Westpac Capital
Notes?
Westpac Capital Notes that are reinvested in Westpac Capital Notes 6 under the
Reinvestment Offer are referred to in this Prospectus as Participating Westpac Capital
Notes. Westpac Capital Notes that are not reinvested in Westpac Capital Notes 6 under
the Reinvestment Offer are referred to in this Prospectus as Non-Participating Westpac
Capital Notes.
3.1.5 What happens
to Participating
Westpac Capital
Notes upon
reinvestment?
To facilitate the Reinvestment Offer, Westpac lodged a transfer notice in respect of
Participating Westpac Capital Notes only on the ASX on 12 November 2018. In accordance
with that transfer notice, any Participating Westpac Capital Notes will be transferred to the
Westpac Capital Notes Nominated Party on 18 December 2018 and the transfer proceeds
($100 per Participating Westpac Capital Note) will be automatically applied towards the
subscription for Westpac Capital Notes 6. Participating Westpac Capital Notes Holders will
be Allocated one Westpac Capital Note 6 for each Participating Westpac Capital Note.
3.1.6 What happens
to Non-
Participating
Westpac Capital
Notes?
Any Non-Participating Westpac Capital Notes will remain on issue following completion
of the Reinvestment Offer and will be dealt with in accordance with the Westpac Capital
Notes Terms. All rights attaching to the Non-Participating Westpac Capital Notes will
continue, including to any distributions determined to be paid.
If Non-Participating Westpac Capital Notes are transferred to the Westpac Capital
Notes Nominated Party on 8 March 2019 as intended by Westpac (see Section 3.1.2), the
transfer proceeds ($100 per Non-Participating Westpac Capital Note) will be paid to Non-
Participating Westpac Capital Notes Holders.
3.1.7 What happens
to the
8 December
2018 scheduled
quarterly
distribution on
Westpac Capital
Notes?
Regardless of whether you participate in the Reinvestment Offer, all holders of Westpac
Capital Notes will be paid a distribution for the period from (but excluding) 8 September
2018 to (and including) 8 December 2018 for each Westpac Capital Note held at 7:00pm
(Sydney time) on the record date of 30 November 2018, provided the distribution payment
conditions in the Westpac Capital Notes Terms are satisfied.
1
Details of the other distributions holders of Westpac Capital Notes may receive are set out
in Section 3.3.
Note:
1. 8 December 2018 is not a business day for the purposes of the Westpac Capital Notes Terms and accordingly the payment of the 8 December 2018
Westpac Capital Notes distribution will be made on the next business day (being 10 December 2018).
37

3.2 Key details of the Reinvestment Offer
TopicSummary
3.2.1 Who is eligible
to participate
in the
Reinvestment
Offer?
To be eligible to participate in the Reinvestment Offer, Westpac Capital Notes holders
must be:
• registered holders of Westpac Capital Notes at 7.00pm (Sydney time) on the
Reinvestment Offer Record Date, being 5 November 2018; and
• shown on the Register as having an address in Australia.
3.2.2 What will
Participating
Westpac Capital
Notes Holders
receive?
Participating Westpac Capital Notes Holders will be Allocated one Westpac Capital Note
6 for each Participating Westpac Capital Note reinvested on 18 December 2018 and will be
entitled to the distributions on Westpac Capital Notes set out in Option 1 in Section 3.3.
3.2.3 How do I apply
to participate
in the
Reinvestment
Offer?
Please refer to Section 8.2.1 for details of how to apply under the Reinvestment Offer.
3.2.4 Do Applications
received
under the
Reinvestment
Offer have
priority?
Westpac will give priority to Applications received under the Reinvestment Offer
(including Applications made through Syndicate Brokers) when Allocating the Westpac
Capital Notes 6. This priority will not extend to Applications for additional Westpac Capital
Notes 6 by Eligible Westpac Capital Notes Holders (as further described in Option 1 in
Section 3.3).
3.2.5 Can Westpac
Capital Notes
be sold after
an Application
Form under the
Reinvestment
Offer has been
submitted?
No. Eligible Westpac Capital Notes Holders who apply to participate in the Reinvestment
Offer are taken to agree to a holding lock being placed on their Westpac Capital Notes
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 Participating Westpac Capital Notes.
3.2.6 Is any brokerage
or stamp duty
payable?
No brokerage or stamp duty is payable on the reinvestment of the transfer proceeds of
Participating Westpac Capital Notes under the Reinvestment Offer or an Application for
additional Westpac Capital Notes 6.
38
Westpac Capital Notes 6

3
Section 3 Reinvestment Offer for Westpac Capital Notes
3.3 Options for Westpac Capital Notes holders
Eligible Westpac Capital Notes Holders have two options to consider which are described in the table below.
Participation in the Reinvestment Offer is optional for Eligible Westpac Capital Notes Holders.
TopicSummary
Option 1 – Reinvest
some or all of your
Westpac Capital
Notes in Notes
If you choose not
to participate in the
Reinvestment Offer or
to participate in the
Reinvestment Offer
only in respect of
some of your Westpac
Capital Notes, please
also refer to Option 2
in respect of any Non-
Participating Westpac
Capital Notes
• Eligible Westpac Capital Notes Holders may apply to participate in the Reinvestment
Offer in respect of some or all of their Westpac Capital Notes held on the Reinvestment
Offer Record Date. See Section 8.2.1 for details on how to apply.
• You do not need to submit an Application Payment in respect of Westpac Capital Notes
being reinvested as the transfer proceeds ($100 per Westpac Capital Note) will be
automatically reinvested in the equivalent number of Westpac Capital Notes 6.
• If you choose to reinvest all of your Westpac Capital Notes, you may also apply for
additional Westpac Capital Notes 6. You will need to submit an Application Payment for
any additional Westpac Capital Notes 6. See Section 8.2.1 for details on how to apply.
• You will be paid the Pro-Rata Westpac Capital Notes Distribution on 18 December 2018
for each Participating Westpac Capital Note held on the record date, being 11 December
2018, provided the distribution payment conditions in the Westpac Capital Notes Terms
are satisfied. This is the last distribution you will receive on any Participating Westpac
Capital Notes.
• If you have elected to participate in the Reinvestment Offer in respect of only some
of your Westpac Capital Notes, please see Option 2 below in relation to distributions
intended to be paid on any Non-Participating Westpac Capital Notes.
Option 2 – Do not
participate in the
Reinvestment Offer
• If you are a Non-Participating Westpac Capital Notes Holder, no further action is
required and you can continue to hold your Non-Participating Westpac Capital Notes,
which will be dealt with in accordance with the Westpac Capital Notes Terms.
• Westpac intends to arrange for the transfer of all remaining Westpac Capital Notes to
the Westpac Capital Notes Nominated Party on 8 March 2019. If the intended transfer
were to occur, you will be paid the transfer proceeds of $100 per Non-Participating
Westpac Capital Note you still hold on that date.
• You will be paid the following distributions on Non-Participating Westpac Capital Notes:
–the Pro-Rata Westpac Capital Notes Distribution on 18 December 2018 for each
Westpac Capital Note held on the record date, being 11 December 2018; and
–the intended Final Westpac Capital Notes Distribution on 8 March 2019 for each
Westpac Capital Note held on the record date for that distribution,
in each case provided the distribution payment conditions in the Westpac Capital Notes
Terms are satisfied.
• Non-Participating Westpac Capital Notes Holders may choose to sell their Non-
Participating Westpac Capital Notes on ASX at the prevailing market price, which may
be higher or lower than the transfer proceeds of $100 (if the intended transfer were to
occur). The last day of trading for Westpac Capital Notes is expected to be 28 February
2019. It is also expected that off-market transfers of Westpac Capital Notes will not be
accepted after 4 March 2019. You may be required to pay applicable brokerage if you
choose to sell Westpac Capital Notes on ASX.
39

3.4 Key differences between Westpac Capital Notes and Westpac Capital
Notes 6
The terms and conditions of Westpac Capital Notes and Westpac Capital Notes 6 are similar. However, there are some
key differences between Westpac Capital Notes and the Westpac Capital Notes 6 which you should be aware of before
deciding whether to reinvest your Westpac Capital Notes under the Reinvestment Offer.
The following table describes the key features of Westpac Capital Notes and the Westpac Capital Notes 6 and highlights
the differences between them. This table is not an exhaustive description of the differences between Westpac Capital
Notes and the Westpac Capital Notes 6. If you have any questions about the differences between Westpac Capital Notes
and the Westpac Capital Notes 6, you should seek advice from your financial or other professional adviser before deciding
to invest in the Westpac Capital Notes 6.
Westpac Capital Notes 6Westpac Capital Notes
IssuerWestpac
Issue price$100
ASX codeWBCPI
2
WBCPD
Legal formNote – unsecured subordinated debt obligation
DistributionsDiscretionary, non-cumulative, floating
rate Distributions, payable quarterly in
arrear, subject to the satisfaction of the
Distribution Payment Conditions
Discretionary, non-cumulative, floating rate
distributions, payable quarterly in arrear,
subject to the satisfaction of distribution
payment conditions
Expected to be fully
franked
Ye s
Distribution rate(margin + 3 month BBSW rate) x (1 – tax rate)
MarginMargin is expected to be in the range of
3.70% to 3.90% per annum and will be
determined at the end of the Bookbuild
margin of 3.20% per annum
Maturity dateNo fixed maturity date but scheduled to
Convert into Ordinary Shares on 31 July
2026 (subject to satisfaction of the
Scheduled Conversion Conditions)
No fixed maturity date but scheduled to
convert into Ordinary Shares on 8 March
2021 (subject to satisfaction of scheduled
conversion conditions)
Redemption at
the issuer’s option
(subject to APRA’s
prior written
approval)
Yes, on 31 July 2024, and in certain
specified circumstances (as described in
Section 2.3)
Yes, on 8 March 2019 and in certain
specified circumstances
Transfer to a
nominated party at
the issuer’s option
Yes, on 31 July 2024, and in certain
specified circumstances (see Section 2.3)
Yes, in respect of Participating Westpac
Capital Notes on 18 December 2018 or on
8 March 2019
Potential conversion
to Ordinary Shares
(other than on a
Capital Trigger Event
or Non-Viability
Trigger Event)
Yes, Scheduled Conversion on 31 July 2026
(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 8 March 2021
or following an acquisition event, in each
case subject to certain conditions
Note:
2. Westpac will apply to for Westpac Capital Notes 6 to be quoted on ASX and they are expected to trade under the code WBCPI.
40
Westpac Capital Notes 6

3
Section 3 Reinvestment Offer for Westpac Capital Notes
Westpac Capital Notes 6Westpac Capital Notes
Conversion to
Ordinary Shares on
a Capital Trigger
Event or Non-Viability
Trigger Event
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 by 5.00pm on
the fifth business day after the capital trigger event conversion date or non-viability trigger
event conversion date (as the case may be), 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)
In the event of conversion following a capital trigger event or non-viability trigger event the
maximum conversion number may limit the number of Ordinary Shares to be issued. See
Section 2.5.5, which applies equally to Westpac Capital Notes 6 and Westpac Capital Notes
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 among themselves and 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
3.5 Risks associated with the Reinvestment Offer
TopicSummary
3.5.1 What are the
risks associated
with the
Reinvestment
Offer?
By participating in the Reinvestment Offer, you will be making an investment in Westpac
Capital Notes 6. For further information about the risks relating to an investment in
Westpac Capital Notes 6 and in Westpac, see Section 5. These risks should be considered
carefully before you apply to reinvest in Westpac Capital Notes 6 under the Reinvestment
Offer or apply for additional Westpac Capital Notes 6.
There are also the risks that you may not receive the full Allocation of Westpac Capital
Notes 6 that you apply for or that the Offer does not proceed (and the transfer of
Participating Westpac Capital Notes does not occur). See Option 2 in Section 3.3 and
Section 3.6.4 for further details.
If following the Reinvestment Offer, you hold both Westpac Capital Notes 6 and any Non-
Participating Westpac Capital Notes, you will hold two securities with different terms and
conditions until, as intended by Westpac, your Non-Participating Westpac Capital Notes
are transferred to the Westpac Capital Notes Nominated Party.
41

3.6 Further information about Westpac Capital Notes and the
Reinvestment Offer
TopicSummary
3.6.1 Why have the
Westpac Capital
Notes Terms
been amended?
Westpac has amended the Westpac Capital Notes Terms primarily to facilitate the
Reinvestment Offer, in particular to enable:
• the transfer of Participating Westpac Capital Notes to the Westpac Capital Notes
Nominated Party on 18 December 2018 for $100 per Participating Westpac Capital Note;
• the potential redemption of Participating Westpac Capital Notes following their transfer
to the Westpac Capital Notes Nominated Party on 18 December 2018; and
• the payment of the Pro-Rata Westpac Capital Notes Distribution.
The amended Westpac Capital Notes Terms were lodged by Westpac with the ASX on
12 November 2018.
3.6.2 How will
payments of
distributions
and transfer
proceeds be
made?
Distribution payments to all Westpac Capital Notes holders and payments of any transfer
proceeds in respect of Non-Participating Westpac Capital Notes to Westpac Capital
Notes holders will be made in accordance with your payment instructions recorded on
the Register. You may amend these instructions with the Registrar up to 5.00pm (Sydney
time) on the record date for the relevant payment.
In respect of Participating Westpac Capital Notes, transfer proceeds will be automatically
applied towards the subscription for Westpac Capital Notes 6.
3.6.3 What are
the 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 hold or dispose of Westpac Capital Notes.
3.6.4 What happens
if the Offer does
not proceed?
If you have elected to apply to reinvest some or all of your Westpac Capital Notes under
the Reinvestment Offer and the Offer does not proceed, your Westpac Capital Notes will
remain on issue and be dealt with in accordance with the Westpac Capital Notes Terms.
You will be paid:
• the Pro-Rata Westpac Capital Notes Distribution on 18 December 2018 for each Westpac
Capital Note held on the record date, being 11 December 2018 (provided the distribution
payment conditions in the Westpac Capital Notes Terms are satisfied);
• the transfer proceeds of $100 per Westpac Capital Note you still hold on 8 March 2019
(provided all remaining Westpac Capital Notes are transferred to the Westpac Capital
Notes Nominated Party on 8 March 2019 as intended by Westpac); and
• the intended Final Westpac Capital Notes Distribution on 8 March 2019 for each
Westpac Capital Note held on the record date for that distribution (provided the
distribution payment conditions in the Westpac Capital Notes Terms are satisfied).
3.6.5 What will
happen if the
transfer of Non-
Participating
Westpac Capital
Notes does
not occur as
intended?
If the transfer in respect of Non-Participating Westpac Capital Notes does not occur as
intended on 8 March 2019 for any reason, the Non-Participating Westpac Capital Notes will
remain on issue and all rights attaching to them will continue, including to any distributions
determined to be paid, until otherwise dealt with in accordance with the Westpac Capital
Notes Terms.
42
Westpac Capital Notes 6

4
Section 4
About Westpac
CAUTION – Westpac Capital Notes 6 are not deposit liabilities of Westpac, are riskier than bank deposits and may not be suitable for some
investors. Their 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
43

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 2018, Westpac and its controlled
entities had total assets of approximately $880 billion.
Westpac’s Ordinary Shares and certain other securities
are quoted on ASX and, as at 31 October 2018, Westpac’s
Ordinary Share market capitalisation was approximately
$92 billion.
The performance of Ordinary Shares during the period
from 31 October 2008 to 31 October 2018 is set out in the
graph below.
Westpac Ordinary Shares daily closing price
1

$0
$5
$10
$15
$20
$25
$30
$35
$40
$45
Oct- 2008Oct- 2010Oct- 2012Oct- 2014Oct- 2016Oct- 2018
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 an
extensive network of branches, call centres and ATMs.
Customers are also supported by a range of internet and
mobile banking solutions. CB also works in an integrated way
with Business Bank (“BB”), 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 originators.
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
and property finance. The division is also responsible
for consumer customers with auto finance loans. BB
works in an integrated way with CB, BTFG and WIB in
the sales, referral 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 wealth, 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 a third party to manufacture
certain general insurance products. In managing risk across
all insurance classes, the division reinsures certain risks
using external providers. In addition to the BT brand, BTFG
operates a range of financial services brands along with 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 financing,
transactional banking, financial and debt capital markets.
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
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.
Note:
1. Past performance is not necessarily an indicator of future performance. Source: IRESS
44
Westpac Capital Notes 6