Appendix 3B

Appendix 3B
New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5



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

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

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

Name of entity
Westpac Banking Corporation (Westpac)

ABN
33 007 457 141

We (the entity) give ASX the following information.

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

1 Class of securities issued or to
be issued
Three classes of securities have been issued:
1. Tranche No. 1 of Series 2018-8 fully paid senior floating rate
medium term notes due October 2021 (“Series 2018-8
Notes”);
2. Tranche No. 1 of Series 2018-9 fully paid senior fixed rate
medium term notes due November 2023 (“Series 2018-9
Fixed Rate Notes”); and
3. Tranche No. 1 of Series 2018-10 fully paid senior floating
rate medium term notes due November 2023 (“Series 2018-
10 Notes”).


2 Number of securities issued or
to be issued (if known) or
maximum number which may be
issued
1. 15,000 Series 2018-8 Notes.
2. 3,000 Series 2018-9 Notes.
3. 24,500 Series 2018-10 Notes.


3 Principal terms of the securities
(eg, if options, exercise price
and expiry date; if partly paid
securities, the amount
outstanding and due dates for
payment; if convertible
securities, the conversion price
and dates for conversion)
The Series 2018-8 Notes are fully paid senior notes paying
floating rate interest in denominations of A$100,000.
The Series 2018-9 Notes are fully paid senior notes paying fixed
rate interest in denominations of A$100,000.
The Series 2018-10 Notes are fully paid senior notes paying
floating rate interest in denominations of A$100,000.


4 Do the securities rank equally in
all respects from the issue date
with an existing class of quoted
securities?
Yes.

The Series 2018-8 Notes, the Series 2018-9 Notes and the Series
2018-10 Notes rank equally for payment in a winding up with all

Appendix 3B
New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5



Westpac Banking Corporation
Appendix 3B – Page 2
If the additional securities do not
rank equally, please state:
 the date from which they do
 the extent to which they
participate for the next
dividend, (in the case of a
trust, distribution) or interest
payment
 the extent to which they do
not rank equally, other than
in relation to the next
dividend, distribution or
interest payment
other unsecured and unsubordinated obligations of Westpac.

The Series 2018-8 Notes, the Series 2018-9 Notes and the Series
2018-10 Notes rank ahead for payment in a winding up of all
unsecured and subordinated obligations of Westpac.

The Series 2018-8 Notes, the Series 2018-9 Notes and the Series
2018-10 Notes rank ahead of all ordinary shares of Westpac.

5 Issue price or consideration

Series 2018-8 Notes: A$100,000 fully paid per note.
Series 2018-9 Notes: A$100,000 fully paid per note.
Series 2018-10 Notes: A$100,000 fully paid per note.

6 Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)
The net proceeds of the issue of the Series 2018-8 Notes, the
Series 2018-9 Notes and the Series 2018-10 Notes will be used
for Westpac’s general funding purposes.


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

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

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

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

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

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

Not Applicable

Appendix 3B
New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5



Westpac Banking Corporation
Appendix 3B – Page 3
6f Number of securities issued
under an exception in rule 7.2
Not Applicable

6g If securities issued under rule
7.1A, was issue price at least
75% of 15 day VWAP as
calculated under rule 7.1A.3?
Include the issue date and both
values. Include the source of
the VWAP calculation.
Not Applicable


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


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


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

16 November 2018

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

Number Class
3,434,796,711 Fully Paid Ordinary Shares

3,900
Series 2010-1 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHAM
14,782 Series 2014-1 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHBB
11,000 Series 2014-2 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHBC
10,000 Series 2014-3 Fully Paid Subordinated Floating
Rate Medium Term Notes ASX Code WBCHBD
24,500 Series 2015-1 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHBF

Appendix 3B
New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5



Westpac Banking Corporation
Appendix 3B – Page 4
3,250 Series 2015-2 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHBE
27,000 Series 2015-9 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHBI
2,000 Series 2015-10 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHBJ
30,500 Series 2015-15 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHBL
1,750 Series 2015-16 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHBM
4,250 Series 2015-20 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHBN
7,000 Series 2016-1 Fully Paid Subordinated Floating
Rate Medium Term Notes ASX Code WBCHBP
21,873 Series 2016-2 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHBQ
5,000 Series 2016-3 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHBR
21,000 Series 2016-4 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHBS
23,500 Series 2017-1 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHBX
2,500 Series 2017-2 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHBY
23,750 Series 2017-5 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHCC
3,000 Series 2017-6 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHCD
2,500 Series 2018-1 Fully Paid Subordinated Floating
Rate Medium Term Notes ASX Code WBCHCF
23,500 Series 2018-2 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHCH
2,500 Series 2018-3 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHCI
500 Series 2018-4 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHCJ
7,250 Series 2018-5 Fully Paid Subordinated Floating
Rate Medium Term Notes ASX Code WBCHCK
500 Series 2018-6 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHCL
5,500 Series 2018-7 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHCM
15,000 Series 2018-8 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHCN

Appendix 3B
New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5



Westpac Banking Corporation
Appendix 3B – Page 5
3,000 Series 2018-9 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHCO
24,500 Series 2018-10 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHCP
13,835,690 Westpac Capital Notes ASX Code WBCPD
13,105,705 Westpac Capital Notes 2 ASX Code WBCPE
13,244,280 Westpac Capital Notes 3 ASX Code WBCPF
17,020,534 Westpac Capital Notes 4 ASX Code WBCPG
16,903,383 Westpac Capital Notes 5 ASX Code WBCPH
Approximately
7,500,000 but
may be more
or less
Westpac Capital Notes 6 ASX Code WBCPI
Series 1183 CNY1,250,000,000 Fixed Rate Subordinated
Instruments due February 2025 ASX Code WBCHBG
Series 1187 AUD350,000,000 Fixed Rate Subordinated
Instruments due March 2027 ASX Code WBCHBH
Series 1198 SGD325,000,000 Fixed Rate Subordinated
Instruments due August 2027 ASX Code WBCHBK
Series 1227 USD100,000,000 Fixed Rate Subordinated
Instruments due February 2046 ASX Code WBCHBO
Series 1267 JPY10,000,000,000 Fixed Rate Subordinated
Instruments due June 2026 ASX Code WBCHBT
Series 1269 AUD175,000,000 Fixed Rate Subordinated
Instruments due June 2028 ASX Code WBCHBU
Series 1331 HKD600,000,000 Fixed Rate Subordinated
Instruments due July 2027 ASX Code WBCHBZ
Series 1333 AUD350,000,000 Fixed Rate Subordinated
Instruments due August 2029 ASX Code WBCHCA
Series 1361 AUD185,000,000 Fixed Rate Subordinated
Instruments due February 2048 ASX Code WBCHCE
Series 1371 AUD130,000,000 Fixed Rate Subordinated
Instruments due March 2048 ASX Code WBCHCG

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

613,341 Chief Executive Officer Agreements
616,767 Westpac Performance Plan
3,400,394 Westpac Reward Plan
USD1.25 billion 5.00% Fixed Rate Resetting Perpetual
Subordinated Contingent Convertible Securities

Appendix 3B
New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5



Westpac Banking Corporation
Appendix 3B – Page 6
10 Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
Not Applicable

Part 2 - Pro rata issue

11
Is security holder approval
required?
Not Applicable


12
Is the issue renounceable or
non-renounceable?
Not Applicable


13
Ratio in which the securities will
be offered
Not Applicable


14
Class of securities to which the
offer relates
Not Applicable


15
Record date to determine
entitlements
Not Applicable

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

17
Policy for deciding entitlements
in relation to fractions
Not Applicable

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

19
Closing date for receipt of
acceptances or renunciations
Not Applicable

20 Names of any underwriters
Not Applicable

21
Amount of any underwriting fee
or commission
Not Applicable

22
Names of any brokers to the
issue
Not Applicable

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

Appendix 3B
New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5



Westpac Banking Corporation
Appendix 3B – Page 7
24
Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of security holders
Not Applicable

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

26
Date entitlement and
acceptance form and offer
documents will be sent to
persons entitled
Not Applicable

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

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

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

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

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

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

33 Issue date
Not Applicable


Part 3 - Quotation of securities

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

34 Type of securities
(tick one)

(a)

Securities described in Part 1

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

Appendix 3B
New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5



Westpac Banking Corporation
Appendix 3B – Page 8
on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35
If the securities are equity securities, the names of the 20 largest holders of the additional
securities, and the number and percentage of additional securities held by those holders

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

37 A copy of any trust deed for the additional securities

Entities that have ticked box 34(b)

38 Number of securities for which quotation is
sought
Not Applicable


39 Class of securities for which quotation is sought
Not Applicable

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

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

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

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

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

Not Applicable
Quotation agreement

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

Appendix 3B
New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5



Westpac Banking Corporation
Appendix 3B – Page 9
2 We warrant the following to ASX.

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

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

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

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

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

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

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

Sign here: ............................................................ Date: 16 November 2018
Company Secretary

Print name: Timothy Hartin

Series No.: 2018-8

Tranche No.: 1




Westpac Banking Corporation
(ABN 33 007 457 141)

Debt Issuance Programme

Issue of
A$1,500,000,000 Floating Rate Instruments due October 2021
(“Debt Instruments”)

The date of this Supplement is 14 November 2018.

This Supplement (as referred to in the Information Memorandum in relation to the above Programme
dated 20 July 2018 (“Information Memorandum”)) relates to the Tranche of Debt Instruments referred
to above. It is supplementary to, and should be read in conjunction with the Senior Note Deed Poll dated
5 March 2014 made by Westpac Banking Corporation (“Deed Poll”) and the Information Memorandum.

This Supplement does not constitute, and may not be used for the purposes of, an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it
is unlawful to make such offer or solicitation, and no action is being taken to permit an offering of the
Debt Instruments or the distribution of this Supplement in any jurisdiction where such action is required.

Terms used but not otherwise defined in this Supplement have the meaning given in the applicable
Conditions set forth in the Information Memorandum.

The particulars to be specified in relation to the Tranche of Debt Instruments referred to above are as
follows:

1 Issuer
: Westpac Banking Corporation
(ABN 33 007 457 141)
2 Lead Manager
: Westpac Banking Corporation
(ABN 33 007 457 141)
3 Relevant Dealer
: Westpac Banking Corporation
(ABN 33 007 457 141)
4 Registrar and Australian Paying
Agent
: BTA Institutional Services Australia Limited (ABN 48
002 916 396) of Level 2, 1 Bligh Street, Sydney
NSW 2000
5 Calculation Agent
: BTA Institutional Services Australia Limited
(ABN 48 002 916 396)
6 Issuing and Paying Agent (Offshore)
: Not Applicable
7 If to form a single Series with an
existing Series, specify date on
which all Debt Instruments of the
Series become fungible, if not the
: Not Applicable

Issue Date
8 Status
: Senior
9 Currency
: Australian dollars (“A$”)
10 Aggregate Principal Amount of
Tranche
: A$1,500,000,000
11 If interchangeable with existing
Series, Series No.
: Not Applicable
12 Issue Date
: 16 November 2018

13 Issue Price
: 100 per cent. per Denomination

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

15 Selling Concession
: Not Applicable

16 Purchase Price
: A$100,000 fully paid per Denomination
17 Denomination
: A$100,000
The minimum aggregate consideration for offers or
transfers of the Debt Instruments in Australia must be
at least A$500,000 (disregarding moneys lent by the
transferor or its associates to the transferee), unless
the offer or invitation resulting in the transfer does not
otherwise require disclosure to investors in
accordance with Parts 6D.2 or 7.9 of the Corporations
Act 2001 of Australia
18 Partly Paid Senior Notes
: Not Applicable

If yes, specify number, amounts and
dates for, and method of, payment of
instalments of subscription moneys
and any further additional provisions
(including Forfeiture Dates in respect of
late payment of Partly Paid
Unsubordinated Notes)
:
19 Type of Debt Instruments
: Floating Rate Debt Instrument
20 If interest-bearing, specify which of
the relevant Conditions is
applicable, and then specify the
matters required for the relevant
Condition, namely
:
Condition 5.3 applies
21 Fixed Rate Debt Instruments
:
Not Applicable
22 Floating Rate Debt Instruments
:
Applicable
Interest Commencement Date, if not
:
Issue Date

Issue Date
Interest Rate
:
Condition 5.3(b)(i) (ISDA Determination) applies
Interest Payment Dates
:
25 January, 25 April, 25 July and 25 October of each
year commencing on 25 January 2019, up to and
including the Maturity Date, subject to adjustment in
accordance with the Applicable Business Day
Convention specified below.
There shall be a short first Interest Period
commencing on and including the Issue Date and
ending on but excluding the Interest Payment Date
falling on 25 January 2019.
Applicable Business Day
Convention
- for Interest Payment Dates:
- for Interest Period End Dates:
- for Maturity Date:
- any other date:
:




Modified Following Business Day Convention
Modified Following Business Day Convention
Modified Following Business Day Convention
Not Applicable

Additional Business Centre(s)
:
Sydney
Floating Rate Option
:
AUD-BBR-BBSW (to four decimal places)
Designated Maturity
:
3 months, except for the short first Interest Period in
which the Interest Rate will be determined using linear
interpolation between a Designated Maturity of 2
months and 3 months
Reset Date
:
The Issue Date and each Interest Payment Date
Margin
:
Plus 0.73 per cent. per annum
Minimum/Maximum Interest Rate
:
Not Applicable
Day Count Fraction
:
Actual/365 (Fixed)
Fallback Interest Rate
: Not Applicable
23 Index-Linked Interest Debt
Instrument provisions
:
Not Applicable
24 Other rates
:
Not Applicable
25 Accrual of interest
: Not Applicable
26 Default Rate
:
Not Applicable
27 Overdue Rate
:
Not Applicable
28 Zero Coupon Debt Instrument
:
Not Applicable
29 Reference Price
:
Not Applicable
30 Maturity Date
:
25 October 2021, subject to adjustment in accordance
with the Applicable Business Day Convention

specified above.
31 Maturity Redemption Amount
: 100 per cent. of the Outstanding Principal Amount of
the Debt Instruments.
32 Early Redemption Amount (Tax)


Specify if applicable
:
Applicable
Specify minimum notice period
:
15 days
Specify maximum notice period
: 45 days
Specify any conditions to early
redemption
: Not Applicable
If Early Redemption Amount (Tax)
is not the Outstanding Principal
Amount, together with accrued
interest (if any) thereon of the Debt
Instruments, insert amount or full
calculation provisions
: 100 per cent. of the Outstanding Principal Amount of
the Debt Instruments.
33 Early Redemption Amount (Call)

Specify if applicable
: Not Applicable
34 Early Redemption Amount (Put)


Specify if applicable
:
Not Applicable
35 Early Termination Amount
:

If Early Termination Amount is not
the Outstanding Principal Amount
of the Debt Instruments, insert
amount or full calculation
provisions
: 100 per cent. of the Outstanding Principal Amount of
the Debt Instruments.
Specify if Holders are not to receive
accrued interest on early
redemption on default

: Not Applicable
36 Redemption of Zero Coupon Debt
Instruments
:
Not Applicable
37 Deed Poll
:
Senior Note Deed Poll dated 5 March 2014
38 Taxation
:
Condition 8.8 is applicable
39 Other relevant terms and conditions
:
Not Applicable
40 ISIN
:
AU3FN0045761

41 Common Code
: 191073100
42 Common Depository
: Not Applicable

43 Austraclear Number
: WP2227
44 Any Clearing System other than
Euroclear / Clearstream
Luxembourg / Austraclear
: Not Applicable
45 Settlement procedures
: Customary medium term note settlement and payment
procedures apply
46 U.S. selling restrictions
: As set out in the Information Memorandum
47 Distribution of Information
Memorandum
: As set out in the Information Memorandum
48 Other selling restrictions
: As set out in the Information Memorandum
49 Australian interest withholding tax
: The Issuer intends to issue the Debt Instruments in a
manner consistent with the public offer test set out in
section 128F(3) of the Income Tax Assessment Act
1936 of Australia (the “Tax Act”). If the requirements
of section 128F of the Tax Act are not satisfied,
Condition 8.8 will be applicable (subject to Item 38
above), and accordingly the Issuer may, subject to
certain exceptions, be obliged to pay Additional
Amounts in accordance with Condition 8.8.

See also the section of the Information Memorandum
entitled “Australian Taxation”.
50 Transaction Documents
: Not Applicable
51 Listing
: It is intended that the Notes will be listed on the
Australian Securities Exchange
52 Events of Default
: Condition 7.1 applies
53 Additional or alternate newspapers
: Not Applicable
54 Stabilisation Manager
: Not Applicable
55 Other amendments
: Not Applicable
56 Other disclosure
: As set out in the Information Memorandum
As at the date of this Supplement, the Issuer’s long
term credit ratings are as follows:
S&P: AA- (negative)
Moody’s: Aa3 (stable)
The Debt Instruments to be issued are expected to be
assigned the following ratings:
S&P: AA-
Moody’s: Aa3
Notification under Section 309B of the Securities and
Futures Act, Chapter 289 of Singapore: The Notes are

Series No.: 2018-9

Tranche No.: 1




Westpac Banking Corporation
(ABN 33 007 457 141)

Debt Issuance Programme

Issue of
A$300,000,000 Fixed Rate Instruments due November 2023
(“Debt Instruments”)

The date of this Supplement is 14 November 2018.

This Supplement (as referred to in the Information Memorandum in relation to the above Programme
dated 20 July 2018 (“Information Memorandum”)) relates to the Tranche of Debt Instruments referred
to above. It is supplementary to, and should be read in conjunction with the Senior Note Deed Poll dated
5 March 2014 made by Westpac Banking Corporation (“Deed Poll”) and the Information Memorandum.

This Supplement does not constitute, and may not be used for the purposes of, an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it
is unlawful to make such offer or solicitation, and no action is being taken to permit an offering of the
Debt Instruments or the distribution of this Supplement in any jurisdiction where such action is required.

Terms used but not otherwise defined in this Supplement have the meaning given in the applicable
Conditions set forth in the Information Memorandum.

The particulars to be specified in relation to the Tranche of Debt Instruments referred to above are as
follows:

1 Issuer
: Westpac Banking Corporation
(ABN 33 007 457 141)
2 Lead Manager
: Westpac Banking Corporation
(ABN 33 007 457 141)
3 Relevant Dealer
: Westpac Banking Corporation
(ABN 33 007 457 141)
4 Registrar and Australian Paying
Agent
: BTA Institutional Services Australia Limited (ABN 48
002 916 396) of Level 2, 1 Bligh Street, Sydney
NSW 2000
5 Calculation Agent
: BTA Institutional Services Australia Limited
(ABN 48 002 916 396)
6 Issuing and Paying Agent (Offshore)
: Not Applicable
7 If to form a single Series with an
existing Series, specify date on
which all Debt Instruments of the
: Not Applicable

Series become fungible, if not the
Issue Date
8 Status
: Senior
9 Currency
: Australian dollars (“A$”)
10 Aggregate Principal Amount of
Tranche
: A$300,000,000
11 If interchangeable with existing
Series, Series No.
: Not Applicable
12 Issue Date
: 16 November 2018

13 Issue Price
: 99.372 per cent. per Denomination

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

15 Selling Concession
: Not Applicable

16 Purchase Price
: A$99,372 fully paid per Denomination
17 Denomination
: A$100,000
The minimum aggregate consideration for offers or
transfers of the Debt Instruments in Australia must be
at least A$500,000 (disregarding moneys lent by the
transferor or its associates to the transferee), unless
the offer or invitation resulting in the transfer does not
otherwise require disclosure to investors in
accordance with Parts 6D.2 or 7.9 of the Corporations
Act 2001 of Australia
18 Partly Paid Senior Notes
: Not Applicable

If yes, specify number, amounts and
dates for, and method of, payment of
instalments of subscription moneys
and any further additional provisions
(including Forfeiture Dates in respect of
late payment of Partly Paid
Unsubordinated Notes)
:
19 Type of Debt Instruments
: Fixed Rate Debt Instrument
20 If interest-bearing, specify which of
the relevant Conditions is
applicable, and then specify the
matters required for the relevant
Condition, namely
:
Condition 5.2 applies
21 Fixed Rate Debt Instruments
:
Applicable
Fixed Coupon Amount
:
A$1,625 per Denomination

Interest Rate
:
3.250 per cent. per annum payable semi-annually
in arrear
Interest Commencement Date, if not
Issue Date
:
Issue Date
Interest Payment Dates
:
16 May and 16 November of each year
commencing on 16 May 2019, up to and including
the Maturity Date, subject to adjustment in
accordance with the Applicable Business Day
Convention specified below.
Day Count Fraction
:
Australian Bond Basis
Initial Broken Amount
: Not Applicable
Final Broken Amount
: Not Applicable
Applicable Business Day
Convention
- for Interest Payment Dates:
- for Interest Period End Dates:
- for Maturity Date:
- any other date:
:
Modified Following Business Day Convention
Not Applicable
Modified Following Business Day Convention
Not Applicable
Additional Business Centre(s)
: Sydney
22 Floating Rate Debt Instruments
:
Not Applicable
23 Index-Linked Interest Debt
Instrument provisions
:
Not Applicable
24 Other rates
:
Not Applicable
25 Accrual of interest
: Not Applicable
26 Default Rate
:
Not Applicable
27 Overdue Rate
:
Not Applicable
28 Zero Coupon Debt Instrument
:
Not Applicable
29 Reference Price
:
Not Applicable
30 Maturity Date
:
16 November 2023, subject to adjustment in
accordance with the Applicable Business Day
Convention specified above.
31 Maturity Redemption Amount
: 100 per cent. of the Outstanding Principal Amount of
the Debt Instruments.
32 Early Redemption Amount (Tax)


Specify if applicable
:
Applicable
Specify minimum notice period
:
15 days
Specify maximum notice period
: 45 days

Specify any conditions to early
redemption
: Not Applicable
If Early Redemption Amount (Tax)
is not the Outstanding Principal
Amount, together with accrued
interest (if any) thereon of the Debt
Instruments, insert amount or full
calculation provisions
: 100 per cent. of the Outstanding Principal Amount of
the Debt Instruments.
33 Early Redemption Amount (Call)

Specify if applicable
: Not Applicable
34 Early Redemption Amount (Put)


Specify if applicable
:
Not Applicable
35 Early Termination Amount
:

If Early Termination Amount is not
the Outstanding Principal Amount
of the Debt Instruments, insert
amount or full calculation
provisions
: 100 per cent. of the Outstanding Principal Amount of
the Debt Instruments.
Specify if Holders are not to receive
accrued interest on early
redemption on default

: Not Applicable
36 Redemption of Zero Coupon Debt
Instruments
:
Not Applicable
37 Deed Poll
:
Senior Note Deed Poll dated 5 March 2014
38 Taxation
:
Condition 8.8 is applicable
39 Other relevant terms and conditions
:
Not Applicable
40 ISIN
:
AU3CB0258465

41 Common Code
: 191072022
42 Common Depository
: Not Applicable
43 Austraclear Number
: WP2229
44 Any Clearing System other than
Euroclear / Clearstream
Luxembourg / Austraclear
: Not Applicable
45 Settlement procedures
: Customary medium term note settlement and payment
procedures apply
46 U.S. selling restrictions
: As set out in the Information Memorandum
47 Distribution of Information
Memorandum
: As set out in the Information Memorandum

48 Other selling restrictions
: As set out in the Information Memorandum
49 Australian interest withholding tax
: The Issuer intends to issue the Debt Instruments in a
manner consistent with the public offer test set out in
section 128F(3) of the Income Tax Assessment Act
1936 of Australia (the “Tax Act”). If the requirements
of section 128F of the Tax Act are not satisfied,
Condition 8.8 will be applicable (subject to Item 40
above), and accordingly the Issuer may, subject to
certain exceptions, be obliged to pay Additional
Amounts in accordance with Condition 8.8.

See also the section of the Information Memorandum
entitled “Australian Taxation”.
50 Transaction Documents
: Not Applicable
51 Listing
: It is intended that the Notes will be listed on the
Australian Securities Exchange
52 Events of Default
: Condition 7.1 applies
53 Additional or alternate newspapers
: Not Applicable
54 Stabilisation Manager
: Not Applicable
55 Other amendments
: Not Applicable
56 Other disclosure
: As set out in the Information Memorandum
As at the date of this Supplement, the Issuer’s long
term credit ratings are as follows:
S&P: AA- (negative)
Moody’s: Aa3 (stable)
The Debt Instruments to be issued are expected to be
assigned the following ratings:
S&P: AA-
Moody’s: Aa3
Notification under Section 309B of the Securities and
Futures Act, Chapter 289 of Singapore: The Notes are
prescribed capital markets products (as defined in the
Securities and Futures (Capital Markets Products)
Regulations 2018 and Excluded Investment Products
(as defined in MAS Notice SFA 04-N12: Notice on the
Sale of Investment Products and MAS Notice FAA-
N16: Notice on Recommendations on Investment
Products).

Series No.: 2018-10

Tranche No.: 1




Westpac Banking Corporation
(ABN 33 007 457 141)

Debt Issuance Programme

Issue of
A$2,450,000,000 Floating Rate Instruments due November 2023
(“Debt Instruments”)

The date of this Supplement is 14 November 2018.

This Supplement (as referred to in the Information Memorandum in relation to the above Programme
dated 20 July 2018 (“Information Memorandum”)) relates to the Tranche of Debt Instruments referred
to above. It is supplementary to, and should be read in conjunction with the Senior Note Deed Poll dated
5 March 2014 made by Westpac Banking Corporation (“Deed Poll”) and the Information Memorandum.

This Supplement does not constitute, and may not be used for the purposes of, an offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it
is unlawful to make such offer or solicitation, and no action is being taken to permit an offering of the
Debt Instruments or the distribution of this Supplement in any jurisdiction where such action is required.

Terms used but not otherwise defined in this Supplement have the meaning given in the applicable
Conditions set forth in the Information Memorandum.

The particulars to be specified in relation to the Tranche of Debt Instruments referred to above are as
follows:

1 Issuer
: Westpac Banking Corporation
(ABN 33 007 457 141)
2 Lead Manager
: Westpac Banking Corporation
(ABN 33 007 457 141)
3 Relevant Dealer
: Westpac Banking Corporation
(ABN 33 007 457 141)
4 Registrar and Australian Paying
Agent
: BTA Institutional Services Australia Limited (ABN 48
002 916 396) of Level 2, 1 Bligh Street, Sydney
NSW 2000
5 Calculation Agent
: BTA Institutional Services Australia Limited
(ABN 48 002 916 396)
6 Issuing and Paying Agent (Offshore)
: Not Applicable
7 If to form a single Series with an
existing Series, specify date on
which all Debt Instruments of the
Series become fungible, if not the
: Not Applicable

Issue Date
8 Status
: Senior
9 Currency
: Australian dollars (“A$”)
10 Aggregate Principal Amount of
Tranche
: A$2,450,000,000
11 If interchangeable with existing
Series, Series No.
: Not Applicable
12 Issue Date
: 16 November 2018

13 Issue Price
: 100 per cent. per Denomination

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

15 Selling Concession
: Not Applicable

16 Purchase Price
: A$100,000 fully paid per Denomination
17 Denomination
: A$100,000
The minimum aggregate consideration for offers or
transfers of the Debt Instruments in Australia must be
at least A$500,000 (disregarding moneys lent by the
transferor or its associates to the transferee), unless
the offer or invitation resulting in the transfer does not
otherwise require disclosure to investors in
accordance with Parts 6D.2 or 7.9 of the Corporations
Act 2001 of Australia
18 Partly Paid Senior Notes
: Not Applicable

If yes, specify number, amounts and
dates for, and method of, payment of
instalments of subscription moneys
and any further additional provisions
(including Forfeiture Dates in respect of
late payment of Partly Paid
Unsubordinated Notes)
:
19 Type of Debt Instruments
: Floating Rate Debt Instrument
20 If interest-bearing, specify which of
the relevant Conditions is
applicable, and then specify the
matters required for the relevant
Condition, namely
:
Condition 5.3 applies
21 Fixed Rate Debt Instruments
:
Not Applicable
22 Floating Rate Debt Instruments
:
Applicable
Interest Commencement Date, if not
:
Issue Date

Issue Date
Interest Rate
:
Condition 5.3(b)(i) (ISDA Determination) applies
Interest Payment Dates
:
16 February, 16 May, 16 August and 16 November of
each year commencing on 16 February 2019, up to
and including the Maturity Date, subject to adjustment
in accordance with the Applicable Business Day
Convention specified below.

Applicable Business Day
Convention
- for Interest Payment Dates:
- for Interest Period End Dates:
- for Maturity Date:
- any other date:
:




Modified Following Business Day Convention
Modified Following Business Day Convention
Modified Following Business Day Convention
Not Applicable

Additional Business Centre(s)
:
Sydney
Floating Rate Option
:
AUD-BBR-BBSW (to four decimal places)
Designated Maturity
:
3 months
Reset Date
:
The Issue Date and each Interest Payment Date
Margin
:
Plus 0.95 per cent. per annum
Minimum/Maximum Interest Rate
:
Not Applicable
Day Count Fraction
:
Actual/365 (Fixed)
Fallback Interest Rate
: Not Applicable
23 Index-Linked Interest Debt
Instrument provisions
:
Not Applicable
24 Other rates
:
Not Applicable
25 Accrual of interest
: Not Applicable
26 Default Rate
:
Not Applicable
27 Overdue Rate
:
Not Applicable
28 Zero Coupon Debt Instrument
:
Not Applicable
29 Reference Price
:
Not Applicable
30 Maturity Date
:
16 November 2023, subject to adjustment in
accordance with the Applicable Business Day
Convention specified above.
31 Maturity Redemption Amount
: 100 per cent. of the Outstanding Principal Amount of
the Debt Instruments.

32 Early Redemption Amount (Tax)


Specify if applicable
:
Applicable
Specify minimum notice period
:
15 days
Specify maximum notice period
: 45 days
Specify any conditions to early
redemption
: Not Applicable
If Early Redemption Amount (Tax)
is not the Outstanding Principal
Amount, together with accrued
interest (if any) thereon of the Debt
Instruments, insert amount or full
calculation provisions
: 100 per cent. of the Outstanding Principal Amount of
the Debt Instruments.
33 Early Redemption Amount (Call)

Specify if applicable
: Not Applicable
34 Early Redemption Amount (Put)


Specify if applicable
:
Not Applicable
35 Early Termination Amount
:

If Early Termination Amount is not
the Outstanding Principal Amount
of the Debt Instruments, insert
amount or full calculation
provisions
: 100 per cent. of the Outstanding Principal Amount of
the Debt Instruments.
Specify if Holders are not to receive
accrued interest on early
redemption on default

: Not Applicable
36 Redemption of Zero Coupon Debt
Instruments
:
Not Applicable
37 Deed Poll
:
Senior Note Deed Poll dated 5 March 2014
38 Taxation
:
Condition 8.8 is applicable
39 Other relevant terms and conditions
:
Not Applicable
40 ISIN
:
AU3FN0045779

41 Common Code
: 191077601
42 Common Depository
: Not Applicable
43 Austraclear Number
: WP2228
44 Any Clearing System other than
Euroclear / Clearstream
Luxembourg / Austraclear
: Not Applicable

45 Settlement procedures
: Customary medium term note settlement and payment
procedures apply
46 U.S. selling restrictions
: As set out in the Information Memorandum
47 Distribution of Information
Memorandum
: As set out in the Information Memorandum
48 Other selling restrictions
: As set out in the Information Memorandum
49 Australian interest withholding tax
: The Issuer intends to issue the Debt Instruments in a
manner consistent with the public offer test set out in
section 128F(3) of the Income Tax Assessment Act
1936 of Australia (the “Tax Act”). If the requirements
of section 128F of the Tax Act are not satisfied,
Condition 8.8 will be applicable (subject to Item 38
above), and accordingly the Issuer may, subject to
certain exceptions, be obliged to pay Additional
Amounts in accordance with Condition 8.8.

See also the section of the Information Memorandum
entitled “Australian Taxation”.
50 Transaction Documents
: Not Applicable
51 Listing
: It is intended that the Notes will be listed on the
Australian Securities Exchange
52 Events of Default
: Condition 7.1 applies
53 Additional or alternate newspapers
: Not Applicable
54 Stabilisation Manager
: Not Applicable
55 Other amendments
: Not Applicable
56 Other disclosure
: As set out in the Information Memorandum
As at the date of this Supplement, the Issuer’s long
term credit ratings are as follows:
S&P: AA- (negative)
Moody’s: Aa3 (stable)
The Debt Instruments to be issued are expected to be
assigned the following ratings:
S&P: AA-
Moody’s: Aa3
Notification under Section 309B of the Securities and
Futures Act, Chapter 289 of Singapore: The Notes are
prescribed capital markets products (as defined in the
Securities and Futures (Capital Markets Products)
Regulations 2018 and Excluded Investment Products
(as defined in MAS Notice SFA 04-N12: Notice on the
Sale of Investment Products and MAS Notice FAA-
N16: Notice on Recommendations on Investment