Appendix 3G

This appendix is not available as an online form
Please fill in and submit as a PDF announcement +Rule 3.10.3A, 3.10.3B, 3.10.3C
+ See chapter 19 for defined terms
31 January 2020 Page 1
Appendix 3G
Notification of issue, conversion or payment up of equity
+securities
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.
If you are an entity incorporated outside Australia and you are issuing a new class of +securities other
than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN)
for that class. Further information on the requirement for the notification of an ISIN is available from
the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.
*Denotes minimum information required for first lodgement of this form, with exceptions provided in
specific notes for certain questions. The balance of the information, where applicable, must be
provided as soon as reasonably practicable by the entity.
Part 1 – Entity and announcement details
Question
no
Question Answer
1.1 *Name of entity
We (the entity here named) give notice of the issue,
conversion or payment up of the following unquoted
+securities.
Westpac Banking Corporation (“Westpac”)
1.2 *Registration type and number
Please supply your ABN, ARSN, ARBN, ACN or
another registration type and number (if you supply
another registration type, please specify both the type
of registration and the registration number).
33 007 457 141
1.3 *ASX issuer code WBC
1.4 *This announcement is
Tick whichever is applicable.
☒ A new announcement
☐ An update/amendment to a previous
announcement
☐ A cancellation of a previous
announcement
1.4a *Reason for update
Mandatory only if “Update” ticked in Q1.4 above. A
reason must be provided for an update.
N/A
1.4b *Date of previous announcement to this
update
Mandatory only if “Update” ticked in Q1.4 above.
N/A
1.4c *Reason for cancellation
Mandatory only if “Cancellation” ticked in Q1.4 above.
N/A
1.4d *Date of previous announcement to this
cancellation
Mandatory only if “Cancellation” ticked in Q1.4 above.
N/A
1.5 *Date of this announcement 31 July 2020

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Part 2 – Type of issue
Question
No.
Question Answer
2.1 *The +securities the subject of this
notification are:
Select whichever item is applicable.
If you wish to notify ASX of different types of issues of
securities, please complete a separate Appendix 3G
for each type of issue.
☐ +Securities issued as a result of options
being exercised or other +convertible
+securities being converted and that are
not to be quoted on ASX
☐ Partly paid +securities that have been
fully paid up and that are not to be
quoted on ASX
☒ +Securities issued under an +employee
incentive scheme that are not being
immediately quoted on ASX
☐ Other [please specify]
If you have selected ‘other’ please provide the
circumstances of the issue here:


2.2a.1 Please state the number and type of
options that were exercised or other
+convertible securities that were converted
(including their ASX security code if
available)?
Answer this question if your response to Q2.1 is
“securities issued as a result of options being
exercised or other convertible securities being
converted and that are not to be quoted on ASX”.

N/A
2.2a.2
And the date the options were exercised or
other +convertible securities were
converted:
Answer this question if your response to Q2.1 is
“securities issued as a result of options being
exercised or other convertible securities being
converted and that are not to be quoted on ASX”.
Note: If this occurred over a range of dates, enter the
date the last of the options was exercised or
convertible securities was converted.
N/A
2.2b.1 Please state the number and type of partly
paid +securities that were fully paid up
(including their ASX security code if
available)?
Answer this question if your response to Q2.1 is
“partly paid securities that have been paid up and that
are not to be quoted on ASX”.

N/A
2.2b.2
And the date the
+
securities were fully paid
up:
Answer this question if your response to Q2.1 is
“partly paid securities that have been paid up and that
are not to be quoted on ASX”.
Note: If this occurred over a range of dates, enter the
date the last of the securities was fully paid up.

N/A

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payment up of equity +securities
+ See chapter 19 for defined terms
31 January 2020 Page 3
2.2c.1
Please state the number and type of
+securities (including their ASX security
code) issued under an +employee
incentive scheme that are not being
immediately quoted on ASX
Answer this question if your response to Q2.1 is
“securities issued under an employee incentive
scheme that are not being immediately quoted on
ASX”.

21,637 Share Rights under the Westpac
Performance Plan
81,030 Share Rights under the Long Term
Variable Reward Plan
2.2c.2 *Please attach a document or provide
details of a URL link for a document lodged
with ASX detailing the terms of the
+employee incentive scheme or a
summary of the terms.
Answer this question if your response to Q2.1 is
“securities issued under an employee incentive
scheme that are not being immediately quoted on
ASX”.

A summary of the terms of the Westpac
Performance Plan and Long Term Variable
Reward Plan is included in Note 33 of
Westpac’s 2019 Annual Report (refer to
pages 267-269) (accessible at:
https://www.westpac.com.au/content/dam/public/wbc/
documents/pdf/aw/ic/2019_Westpac_Group_Annual_
Report.pdf)
2.2c.3 *Are any of these +securities being issued
to +key management personnel (KMP) or
an +associate
Answer this question if your response to Q2.1 is
“securities issued under an employee incentive
scheme that are not being immediately quoted on
ASX”.
Yes
2.2c.3.a *Provide details of the recipients and the number of +securities issued to each of them.
Answer this question if your response to Q2.1 is “securities issued under an employee incentive scheme that are
not being immediately quoted on ASX” and your response to Q2.2c.3 is “Yes”. Repeat the detail in the table
below for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of the
KMP or insert “Same” in “Name of registered holder”. If the securities are being issued to an associate of a KMP,
insert the name of the associate in “Name of registered holder”.

Name of KMP Name of registered holder
Number of +securities
Carolyn McCann Carolyn McCann 4,590
David McLean David McLean 18,838
Jason Yetton Andrew Jason Yetton 54,213
Les Vance Leslie Vance 22,227

2.2d.1 *The purpose(s) for which the entity is
issuing the +securities is:
Answer this question if your response to Q2.1 is
“Other”.
You may select one or more of the items in the list.

☐ To raise additional working capital
☐ To fund the retirement of debt
☐ To pay for the acquisition of an asset
[provide details below]
☐ To pay for services rendered
[provide details below]
☐ Other [provide details below]
Additional details:

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+ See chapter 19 for defined terms
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2.2d.2
Please provide any further information
needed to understand the circumstances in
which you are notifying the issue of these
+securities to ASX, including (if applicable)
why the issue of the +securities has not
been previously announced to the market
in an Appendix 3B
You must answer this question if your response to
Q2.1 is “Other”. If there is no other information to
provide, please answer “Not applicable” or “N/A”.
N/A
2.3 *The +securities being issued are:
Tick whichever is applicable
☒ Additional +securities in an existing
unquoted class that is already recorded
by ASX ("existing class")
☐ New +securities in an unquoted class
that is not yet recorded by ASX ("new
class")
Part 3A – number and type of +securities being issued (existing class)
Answer the questions in this part if your response to Q2.3 is “existing class”.
Question
No.

Question Answer
3A.1 *ASX security code & description Share Rights issued under the Westpac
Performance Plan and Long Term Variable
Plan. One Share Right confers an
entitlement on the holder to receive one
Westpac ordinary share (ASX code: WBC)
subject to the satisfaction of applicable
vesting conditions.
3A.2 *Number of +securities being issued
21,637 Share Rights issued under the
Westpac Performance Plan
81,030 Share Rights issued under the Long
Term Variable Reward Plan
3A.3a *Will the +securities being issued rank
equally in all respects from their issue date
with the existing issued +securities in that
class?
Yes
3A.3b
*Is the actual date from which the
+securities will rank equally (non-ranking
end date) known?
Answer this question if your response to Q3A.3a is
“No”.

N/A
3A.3c *Provide the actual non-ranking end date
Answer this question if your response to Q3A.3a is
“No” and your response to Q3A.3b is “Yes”.

N/A
3A.3d *Provide the estimated non-ranking end
period
Answer this question if your response to Q3A.3a is
“No” and your response to Q3A.3b is “No”.

N/A

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3A.3e
*Please state the extent to which the
+securities do not rank equally:
• in relation to the next dividend,
distribution or interest payment; or
• for any other reason
Answer this question if your response to Q3A.3a is
“No”.
For example, the securities may not rank at all, or may
rank proportionately based on the percentage of the
period in question they have been on issue, for the
next dividend, distribution or interest payment; or they
may not be entitled to participate in some other event,
such as an entitlement issue.

N/A
Part 3B – number and type of +securities being issued (new class)
Answer the questions in this part if your response to Q2.3 is “new class”.
Question
No.
Question Answer
3B.1 *Security description
3B.2 *Security type
Select one item from the list that best describes the
securities the subject of this form. This will determine
more detailed questions to be asked about the security
later in this section. Select “ordinary fully or partly paid
shares/units” for stapled securities or CDIs. For interest
rate securities, please select the appropriate choice
from either “Convertible debt securities” or “Non-
convertible debt securities”. Select “Other” for
performance shares/units and performance
options/rights or if the selections available in the list do
not appropriately describe the security being issued.
☐ Ordinary fully or partly paid shares/units
☐ Options
☐ +Convertible debt securities
☐ Non-convertible +debt securities
☐ Redeemable preference shares/units
☐ Other
3B.3 ISIN code
Answer this question if you are an entity incorporated
outside Australia and you are issuing a new class of
securities other than CDIs. See also the note at the top
of this form.
N/A
3B.4 *Number of +securities being issued N/A
3B.5a *Will all the +securities issued in this class
rank equally in all respects from the issue
date?
N/A
3B.5b
*Is the actual date from which the
+securities will rank equally (non-ranking
end date) known?
Answer this question if your response to Q3B.5a is
“No”.
N/A
3B.5c *Provide the actual non-ranking end date
Answer this question if your response to Q3B.5a is
“No” and your response to Q3B.5b is “Yes”.
N/A
3B.5d *Provide the estimated non-ranking end
period
Answer this question if your response to Q3B.5a is
“No” and your response to Q3B.5b is “No”.
N/A

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+ See chapter 19 for defined terms
31 January 2020 Page 6
3B.5e
*Please state the extent to which the
+securities do not rank equally:
• in relation to the next dividend,
distribution or interest payment; or
• for any other reason
Answer this question if your response to Q3B.5a is
“No”.
For example, the securities may not rank at all, or may
rank proportionately based on the percentage of the
period in question they have been on issue, for the
next dividend, distribution or interest payment; or they
may not be entitled to participate in some other event,
such as an entitlement issue.
N/A
3B.6 Please attach a document or provide a URL
link for a document lodged with ASX setting
out the material terms of the +securities
being issued
You may cross reference a disclosure document, PDS,
information memorandum, investor presentation or
other announcement with this information provided it
has been released to the ASX Market Announcements
Platform.

N/A
3B.7 *Have you received confirmation from ASX
that the terms of the +securities are
appropriate and equitable under listing rule
6.1?
Answer this question only if you are an ASX Listing.
(ASX Foreign Exempt Listings and ASX Debt Listings
do not have to answer this question).
If your response is “No” and the securities have any
unusual terms, you should approach ASX as soon as
possible for confirmation under listing rule 6.1 that the
terms are appropriate and equitable.
N/A
3B.8a Ordinary fully or partly paid shares/units details
Answer the questions in this section if you selected this security type in your response to Question 3B.2.
*+Security currency
This is the currency in which the face amount of an
issue is denominated. It will also typically be the
currency in which distributions are declared.
N/A
*Will there be CDIs issued over the
+securities?
N/A
*CDI ratio
Answer this question if you answered “Yes” to the
previous question. This is the ratio at which CDIs can
be transmuted into the underlying security (e.g. 4:1
means 4 CDIs represent 1 underlying security
whereas 1:4 means 1 CDI represents 4 underlying
securities).
N/A
*Is it a partly paid class of +security? N/A
*Paid up amount: unpaid amount
Answer this question if answered “Yes” to the
previous question.
The paid up amount represents the amount of
application money and/or calls which have been paid
on any security considered ‘partly paid’
The unpaid amount represents the unpaid or yet to be
called amount on any security considered ‘partly
paid’.
The amounts should be provided per the security
currency (e.g. if the security currency is AUD, then the
paid up and unpaid amount per security in AUD).
N/A

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*Is it a stapled +security?
This is a security class that comprises a number of
ordinary shares and/or ordinary units issued by
separate entities that are stapled together for the
purposes of trading.
N/A
3B.8b Option details
Answer the questions in this section if you selected this security type in your response to Question 3B.2.
*+Security currency
This is the currency in which the exercise price is
payable.
N/A
*Exercise price
The price at which each option can be exercised and
convert into the underlying security. If there is no
exercise price please answer as $0.00.
The exercise price should be provided per the
security currency (i.e. if the security currency is AUD,
the exercise price should be expressed in AUD).
N/A
*Expiry date
The date on which the options expire or terminate.
N/A
*Details of the number and type of
+security (including its ASX security code if
the +security is quoted on or recorded by
ASX) that will be issued if an option is
exercised
For example, if the option can be exercised to receive
one fully paid ordinary share with ASX security code
ABC, please insert “One fully paid ordinary share
(ASX:ABC)“.
N/A
3B.8c Details of non-convertible +debt securities, +convertible debt securities, or
redeemable preference shares/units
Answer the questions in this section if you selected one of these security types in your response to Question
3B.2.
Refer to Guidance Note 34 and the “Guide to the Naming Conventions and Security Descriptions for ASX Quoted
Debt and Hybrid Securities” for further information on certain terms used in this section
*Type of +security
Select one item from the list
☐ Simple corporate bond
☐ Non-convertible note or bond
☐ Convertible note or bond
☐ Preference share/unit
☐ Capital note
☐ Hybrid security
☐ Other
*+Security currency
This is the currency in which the face value of the
security is denominated. It will also typically be the
currency in which interest or distributions are paid.
N/A
Face value
This is the principal amount of each security.
The face value should be provided per the security
currency (i.e. if security currency is AUD, then the
face value per security in AUD).
N/A

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*Interest rate type
Select one item from the list
Select the appropriate interest rate type per the terms
of the security. Definitions for each type are provided
in the Guide to the Naming Conventions and Security
Descriptions for ASX Quoted Debt and Hybrid
Securities
☐ Fixed rate
☐ Floating rate
☐ Indexed rate
☐ Variable rate
☐ Zero coupon/no interest
☐ Other
Frequency of coupon/interest payments
per year
Select one item from the list.
☐ Monthly
☐ Quarterly
☐ Semi-annual
☐ Annual
☐ No coupon/interest payments
☐ Other
First interest payment date
A response is not required if you have selected “No
coupon/interest payments” in response to the
question above on the frequency of coupon/interest
payments
N/A
Interest rate per annum
Answer this question if the interest rate type is fixed.
N/A
*Is the interest rate per annum estimated
at this time?
Answer this question if the interest rate type is fixed.
N/A

If the interest rate per annum is estimated,
then what is the date for this information to
be announced to the market (if known)
Answer this question if the interest rate type is fixed
and your response to the previous question is “Yes”.
Answer “Unknown” if the date is not known at this
time.
N/A
*Does the interest rate include a reference
rate, base rate or market rate (e.g. BBSW
or CPI)?
Answer this question if the interest rate type is floating
or indexed
N/A
*What is the reference rate, base rate or
market rate?
Answer this question if the interest rate type is floating
or indexed and your response to the previous
question is “Yes”.

N/A

*Does the interest rate include a margin
above the reference rate, base rate or
market rate?
Answer this question if the interest rate type is floating
or indexed.

N/A

*What is the margin above the reference
rate, base rate or market rate (expressed
as a percent per annum)
Answer this question if the interest rate type is floating
or indexed and your response to the previous
question is “Yes”.
N/A

This appendix is not available as an online form Appendix 3G
Please fill in and submit as a PDF announcement Notification of issue, conversion or
payment up of equity +securities
+ See chapter 19 for defined terms
31 January 2020 Page 9

*S128F of the Income Tax Assessment Act
status applicable to the +security
Select one item from the list
For financial products which are likely to give rise to a
payment to which s128F of the Income Tax
Assessment Act applies, ASX requests issuers to
confirm the s128F status of the security:
• “s128F exempt” means interest payments are not
taxable to non-residents;
• “Not s128F exempt” means interest payments are
taxable to non-residents;
• “s128F exemption status unknown” means the
issuer is unable to advise the status;
• “Not applicable” means s128F is not applicable to
this security
☐ s128F exempt
☐ Not s128F exempt
☐ s128F exemption status unknown
☒ Not applicable

*Is the +security perpetual (i.e. no maturity
date)?
N/A
*Maturity date
Answer this question if the security is not perpetual
N/A
*Select other features applicable to the
+security
Up to 4 features can be selected. Further information
is available in the Guide to the Naming Conventions
and Security Descriptions for ASX Quoted Debt and
Hybrid Securities.
☐ Simple
☐ Subordinated
☐ Secured
☐ Converting
☐ Convertible
☐ Transformable
☐ Exchangeable
☐ Cumulative
☐ Non-Cumulative
☐ Redeemable
☐ Extendable
☐ Reset
☐ Step-Down
☐ Step-Up
☐ Stapled
☐ None of the above
*Is there a first trigger date on which a right
of conversion, redemption, call or put can
be exercised (whichever is first)?
N/A
*If yes, what is the first trigger date
Answer this question if your response to the previous
question is “Yes”.
N/A
Details of the number and type of +security
(including its ASX security code if the
+security is quoted on ASX) that will be
issued if the securities to be quoted are
converted, transformed or exchanged
Answer this question if the security features include
“converting”, “convertible”, “transformable” or
“exchangeable”.
For example, if the security can be converted into
1,000 fully paid ordinary shares with ASX security
code ABC, please insert “1,000 fully paid ordinary
shares (ASX:ABC)“.
N/A

This appendix is not available as an online form Appendix 3G
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payment up of equity +securities
+ See chapter 19 for defined terms
31 January 2020 Page 10
Part 4 – Issue details
Question
No.

Question Answer
4.1 *Have the +securities been issued yet? Yes
4.1a *What was their date of issue?
Answer this question if your response to Q4.1 is
“Yes”.

27 July 2020
4.1b *What is their proposed date of issue?
Answer this question if your response to Q4.1 is “No”.
N/A
4.2 *Are the +securities being issued for a
cash consideration?
If the securities are being issued for nil cash
consideration, answer this question “No”.

No
4.2a *In what currency is the cash consideration
being paid
For example, if the consideration is being paid in
Australian Dollars, state AUD.
Answer this question if your response to Q4.2 is
“Yes”.
N/A
4.2b *What is the issue price per +security
Answer this question if your response to Q4.2 is “Yes”
and by reference to the issue currency provided in
your response to Q4.2a.
Note: you cannot enter a nil amount here. If the
securities are being issued for nil cash consideration,
answer Q4.2 as “No” and complete Q4.2c.
N/A
4.2c Please describe the consideration being
provided for the +securities
Answer this question if your response to Q4.2 is “No”.
N/A
4.3 Any other information the entity wishes to
provide about the issue
Nil – Share Rights granted as employee
incentives.
Part 5 – Unquoted +securities on issue
Following the issue of the +securities the subject of this application, the unquoted issued +securities of
the entity will comprise:
Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the
entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued
by the entity.
Restricted securities should be included in table 5.1.

5.1

*ASX security code and description *Total number of +securities on issue
Share Rights issued under the Westpac
Performance Plan

Share Rights issued under the Westpac Long
Term Variable Reward Plan


962,929

3,538,506
USD1.25 billion 5.00% Fixed Rate Resetting Perpetual Subordinated Contingent
Convertible Securities

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+ See chapter 19 for defined terms
31 January 2020 Page 11
Part 6 – Other Listing Rule requirements
The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt
Listings do not need to complete this Part) and:
- your response to Q2.1 is “+securities issued under an +employee incentive scheme that are not being immediately quoted
on ASX”; or
- your response to Q2.1 is “Other”
Question
No.
Question Answer
6.1 *Are the securities being issued under
Listing Rule 7.2 exception 13
1
and therefore
the issue does not need any security holder
approval under Listing Rule 7.1?
Answer this question if your response to Q2.1 is
“securities issued under an employee incentive
scheme that are not being immediately quoted on
ASX”.

No
6.2
*Has the entity obtained, or is it obtaining,
+security holder approval for the issue
under listing rule 7.1?
Answer this question if the response to Q6.1 is “No”.
No
6.2a *Date of meeting or proposed meeting to
approve the issue under listing rule 7.1
Answer this question if the response to Q6.1 is “No”
and the response to Q6.2 is “Yes”.

N/A
6.2b *Are any of the +securities being issued
without +security holder approval using the
entity’s 15% placement capacity under
listing rule 7.1?
Answer this question if the response to Q6.1 is “No”
and the response to Q6.2 is “No”.

Yes

1
Exception 13 An issue of securities under an employee incentive scheme if within 3 years before the issue date:
(a) in the case of a scheme established before the entity was listed – a summary of the terms of the scheme and
the maximum number of equity securities proposed to be issued under the scheme were set out in the
prospectus, PDS or information memorandum lodged with ASX under rule 1.1 condition 3; or
(b) the holders of the entity’s ordinary securities have approved the issue of equity securities under the scheme as
an exception to this rule. The notice of meeting must have included:
• a summary of the terms of the scheme.
• the number of securities issued under the scheme since the entity was listed or the date of the last
approval under this rule;
• the maximum number of +equity securities proposed to be issued under the scheme following the
approval; and
• a voting exclusion statement.
Exception 13 is only available if and to the extent that the number of +equity securities issued under the scheme
does not exceed the maximum number set out in the entity’s prospectus, PDS or information memorandum (in the
case of (a) above) or in the notice of meeting (in the case of (b) above).
Exception 13 ceases to be available if there is a material change to the terms of the scheme from those set out in the
entity’s prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the
case of (b) above).

This appendix is not available as an online form Appendix 3G
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+ See chapter 19 for defined terms
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6.2b.1
*How many +securities are being issued
without +security holder approval using the
entity’s 15% placement capacity under
listing rule 7.1?
Answer this question if the response to Q6.1 is “No”,
the response to Q6.2 is “No” and the response to
Q6.2b is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure B to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1 to issue
that number of securities.

21,637 Share Rights issued under the
Westpac Performance Plan
81,030 Share Rights issued under the Long
Term Variable Reward Plan
6.2c *Are any of the +securities being issued
without +security holder approval using the
entity’s additional 10% placement capacity
under listing rule 7.1A (if applicable)?
Answer this question if the response to Q6.1 is “No”
and the response to Q6.2 is “No”.

N/A
6.2c.1 *How many +securities are being issued
without +security holder approval using the
entity’s additional 10% placement capacity
under listing rule 7.1A?
Answer this question if the response to Q6.1 is “No”,
the response to Q6.2 is “No” and the response to
Q6.2c is “Yes”.
Please complete and separately send by email to your
ASX listings adviser a work sheet in the form of
Annexure C to Guidance Note 21 confirming the entity
has the available capacity under listing rule 7.1A to
issue that number of securities.

N/A
Introduced 01/12/19; amended 31/01/20