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
Fully paid ordinary shares (“Shares”)


2 Number of securities issued or
to be issued (if known) or
maximum number which may be
issued
31,930,920 Shares issued pursuant to the share purchase plan
announced by Westpac on 4 November 2019.



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)
Fully paid ordinary shares issued for cash consideration.


4 Do the securities rank equally in
all respects from the issue date
with an existing class of quoted
securities?
If the additional securities do not
rank equally, please state:
• the date from which they do
• the extent to which they
participate for the next
dividend, (in the case of a
trust, distribution) or interest
payment
From the issue date, the Shares will rank equally in all respects with
the existing fully paid ordinary shares in Westpac, except that the
Shares will not be entitled to the final dividend payable for the full
year ended 30 September 2019 as the Shares will be issued after
the record date for that dividend of 13 November 2019.

Appendix 3B
New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5



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

5 Issue price or consideration

A$24.20 per Share

6 Purpose of the issue
(If issued as consideration for
the acquisition of assets, clearly
identify those assets)
To strengthen the balance sheet and support customers’ growth. The
additional capital will increase the
buffer above the Australian
Prudential Regulation Authority’s “unquestionably strong” common
equity Tier 1 capital benchmark of 10.5%, as described in the ASX
Announcement and Investor Presentation lodged with the ASX on 4
November 2019.


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

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

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

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

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

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

Not Applicable

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

6g If securities issued under rule
7.1A, was issue price at least
75% of 15 day VWAP as
calculated under rule 7.1A.3?
Include the issue date and both
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
values. Include the source of
the VWAP calculation.


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

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

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

11 December 2019

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

Number Class
3,600,848,634 Fully Paid Ordinary Shares

3,900
Series 2010-1 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHAM
24,500 Series 2015-1 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHBF
3,250 Series 2015-2 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHBE
27,000 Series 2015-9 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHBI
2,000 Series 2015-10 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHBJ
30,500 Series 2015-15 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHBL
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

Appendix 3B
New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5



Westpac Banking Corporation
Appendix 3B – Page 4
7,000 Series 2016-1 Fully Paid Subordinated Floating
Rate Medium Term Notes ASX Code WBCHBP
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
15,000 Series 2018-8 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHCN
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
400 Series 2019-1 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHCQ
19,000 Series 2019-2 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHCR
3,500 Series 2019-3 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHCS
15,000 Series 2019-4 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHCT
17,000 Series 2019-5 Fully Paid Senior Floating Rate
Medium Term Notes ASX Code WBCHCU
3,000 Series 2019-6 Fully Paid Senior Fixed Rate
Medium Term Notes ASX Code WBCHCV

Appendix 3B
New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5



Westpac Banking Corporation
Appendix 3B – Page 5
10,000 Series 2019-7 Fully Paid Subordinated Floating
Rate Medium Term Notes ASX Code WBCHCW
6,000 Series 2019-8 Fully Paid Subordinated Floating
Rate Medium Term Notes ASX Code
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
14,230,580 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)

629,836 Westpac Performance Plan
2,911,725 Westpac Long Term Variable Reward Plan
USD1.25 billion 5.00% Fixed Rate Resetting Perpetual
Subordinated Contingent Convertible Securities

10 Dividend policy (in the case of a
trust, distribution policy) on the
increased capital (interests)
No change. The Shares will not be entitled to the final dividend
payable for the full year ended 30 September 2019.

Appendix 3B
New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5



Westpac Banking Corporation
Appendix 3B – Page 6
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

24 Amount of any handling fee
payable to brokers who lodge
acceptances or renunciations on
behalf of security holders
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
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
on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Appendix 3B
New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5



Westpac Banking Corporation
Appendix 3B – Page 8

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.

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.

Appendix 3B
New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5



Westpac Banking Corporation
Appendix 3B – Page 9
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: 11 December 2019
Company Secretary

Print name: Timothy Hartin