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Appendix 2A – Senior Floating Rate Medium Term Notes

Listing Change15 December 2020WBCFinancials

This appendix is not available as an online form
Please fill in and submit as a PDF announcement +Rule 2.7

+ See chapter 19 for defined terms

31 January 2020 Page 1

Appendix 2A

Application for quotation of +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 seeking quotation of 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) apply for

+quotation of the following +securities and

agree to the matters set out in

Appendix 2A of the ASX Listing Rules.

1


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).

ABN 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

Appendix 2A of the Listing Rules includes a warranty that an offer of the securities for sale within 12 months after their issue

will not require disclosure under section 707(3) or 1012C(6) of the Corporations Act. If the securities to be quoted have been

issued by way of a pro rata offer, to give this warranty, you will generally need to have lodged a cleansing notice with ASX

under section 708AA(2)(f) or 1012DAA(2)(f) of the Corporations Act within 24 hours before the securities are offered (see

ASIC Regulatory Guide 189 Disclosure relief for rights issues). If in doubt, please consult your legal adviser.

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 2

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 16 December 2020

Part 2 – Type of issue

Question

No.

Question Answer

2.1 *The +securities to be quoted are:

Select whichever item is applicable.

If you wish to apply for quotation of different types of

issues of securities, please complete a separate

Appendix 2A for each type of issue.

☐ Being issued as part of a transaction or

transactions previously announced to

the market in an Appendix 3B

☐ Being issued under a +dividend or

distribution plan

☐ Being issued as a result of options being

exercised or other +convertible

securities being converted

☐ Unquoted partly paid +securities that

have been paid up and are now quoted

fully paid +securities

☐ +Restricted securities where the escrow

period has expired or is about to expire

☐ +Securities previously issued under an

+employee incentive scheme where the

restrictions on transfer have ceased or

are about to cease

☐ +Securities issued under an +employee

incentive scheme that are not subject to

a restriction on transfer or that are to be

quoted notwithstanding there is a

restriction on transfer

☒ Other


2.2a.1 *Date of Appendix 3B notifying the market

of the proposed issue of +securities for

which quotation is now being sought

Answer this question if your response to Q2.1 is “Being

issued as part of a transaction or transactions

previously announced to the market in an Appendix

3B”

N/A

2.2a.2

*Are there any further issues of +securities

yet to take place to complete the

transaction(s) referred to in the

Appendix 3B?

Answer this question if your response to Q2.1 is “Being

issued as part of a transaction or transactions

previously announced to the market in an Appendix

3B”.


N/A

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 3

2.2a.2.1 *Please provide details of the further issues

of +securities yet to take place to complete

the transaction(s) referred to in the

Appendix 3B

Answer this question if your response to Q2.1 is “Being

issued as part of a transaction or transactions

previously announced to the market in an Appendix

3B” and your response to Q2.2a.2 is “Yes”.

Please provide details of the proposed dates and

number of securities for the further issues. This may

be the case, for example, if the Appendix 3B related to

an accelerated pro rata offer with an institutional

component being quoted on one date and a retail

component being quoted on a later date.

N/A

2.2b.1 *Date of Appendix 3A.1 lodged with ASX in

relation to the underlying +dividend or

distribution

Answer this question if your response to Q2.1 is “Being

issued under a dividend or distribution plan”.

N/A

2.2b.2 *Does the +dividend or distribution plan

meet the requirement of listing rule 7.2

exception 4 that it does not impose a limit

on participation?

Answer this question if your response to Q2.1 is “Being

issued under a dividend or distribution plan”.

Note: Exception 4 only applies where security holders

are able to elect to receive all of their dividend or

distribution as securities. For example, Exception 4

would not apply in the following circumstances: 1) The

entity has specified a dollar limit on the level of

participation e.g. security holders can only participate

to a maximum value of $x in respect of their

entitlement, or 2) The entity has specified a maximum

number of securities that can participate in the plan

e.g. security holders can only receive securities in lieu

of dividend payable for x number of securities.


N/A

2.2c.1 Please state the number and type of

options that were exercised or other

+convertible securities that were converted

(including their ASX security code)

Answer this question if your response to Q2.1 is “Being

issued as a result of options being exercised or other

convertible securities being converted”.


N/A

2.2c.2

And the date the options were exercised or

other +convertible securities were

converted

Answer this question if your response to Q2.1 is “Being

issued as a result of options being exercised or other

convertible securities being converted”.

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

2.2d.1 Please state the number and type of partly

paid +securities (including their ASX

security code) that were fully paid up

Answer this question if your response to Q2.1 is

“Unquoted partly paid securities that have been paid

up and are now quoted fully paid securities”.


N/A

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 4

2.2d.2

And the date the

+

securities were fully paid

up

Answer this question if your response to Q2.1 is

“Unquoted partly paid securities that have been paid

up and are now quoted fully paid securities”.

Note: If this occurred over a range of dates, enter the

date the last of the securities was fully paid up.


N/A

2.2e.1

Please state the number and type of

+restricted securities (including their ASX

security code) where the escrow period has

expired or is about to expire

Answer this question if your response to Q2.1 is

“Restricted securities where the escrow period has

expired or is about to expire”.


N/A

2.2e.2 And the date the escrow restrictions have

ceased or will cease

Answer this question if your response to Q2.1 is

“Restricted securities where the escrow period has

expired or is about to expire”.

Note: If this occurred over a range of dates, enter the

date the last of the escrow restrictions has ceased or

will cease.

N/A

2.2f.1 Please state the number and type of

+securities (including their ASX security

code) previously issued under the

+employee incentive scheme where the

restrictions on transfer have ceased or are

about to cease

Answer this question if your response to Q2.1 is

“Securities previously issued under an employee

incentive scheme where the restrictions on transfer

have ceased or are about to cease”.


N/A

2.2f.2

And the date the restrictions on transfer

have ceased or will cease:

Answer this question if your response to Q2.1 is

“Securities previously issued under an employee

incentive scheme where the restrictions on transfer

have ceased or are about to cease”.

Note: If this occurred over a range of dates, enter the

date the last of the restrictions on transfer has ceased

or will cease.


N/A

2.2g.1 Please state the number and type of

+securities (including their ASX security

code) issued under an +employee incentive

scheme that are not subject to a restriction

on transfer or that are to be quoted

notwithstanding there is a restriction on

transfer

Answer this question if your response to Q2.1 is

“Securities issued under an employee incentive

scheme that are not subject to a restriction on transfer

or that are to be quoted notwithstanding there is a

restriction on transfer”.


N/A

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 5

2.2g.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 subject to a restriction on transfer

or that are to be quoted notwithstanding there is a

restriction on transfer”.


N/A

2.2g.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 subject to a restriction on transfer

or that are to be quoted notwithstanding there is a

restriction on transfer”.

N/A

2.2g.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 subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer”

and your response to Q2.2g.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

N/A N/A N/A


2.2h.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:


The net proceeds of the issue of the fully

paid senior floating rate medium term notes

will be used by Westpac for general

corporate purposes.


2.2h.2 *Please provide any further information

needed to understand the circumstances in

which you are applying to have these

+securities quoted on 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”.

As the decision to quote the fully paid

senior floating rate medium term notes is

made at the same time this Appendix 2A is

lodged, an Appendix 3B is not necessary.

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 6

2.2i *Are these +securities being offered under

a +disclosure document or +PDS?

Answer this question if your response to Q2.1 is any

option other than “Being issued as part of a transaction

or transactions previously announced to the market in

an Appendix 3B”.

No

2.2i.1 *Date of +disclosure document or +PDS?

Answer this question if your response to Q2.1 is any

option other than “Being issued as part of a transaction

or transactions previously announced to the market in

an Appendix 3B” and your response to Q2.2i is “Yes”.

Under the Corporations Act, the entity must apply for

quotation of the securities within 7 days of the date of

the disclosure document or PDS.


N/A

2.3 *The +securities to be quoted are:

Tick whichever is applicable

☐ Additional +securities in a class that is

already quoted on ASX ("existing

class")

☒ New +securities in a class that is not yet

quoted on ASX ("new class")

Part 3A – number and type of +securities to be quoted (existing class or

new class) where issue has previously been notified to ASX in

an Appendix 3B

Answer the questions in this Part if your response to Q2.1 is “Being issued as part of a transaction or transactions previously

announced to the market in an Appendix 3B” and your response to Q2.3 is “existing class” or “new class”.

Question

No.


Question Answer

3A.1 *ASX security code & description

3A.2 *Number of +securities to be quoted

Part 3B – number and type of +securities to be quoted (existing class)

where issue has not previously been notified to ASX in an

Appendix 3B

Answer the questions in this Part if your response to Q2.1 is anything other than “Being issued as part of a transaction or

transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “existing class”.

Question

No.


Question Answer

3B.1 *ASX security code & description N/A

3B.2 *Number of +securities to be quoted N/A

3B.3a *Will the +securities to be quoted rank

equally in all respects from their issue date

with the existing issued +securities in that

class?

N/A

3B.3b *Is the actual date from which the

+securities will rank equally (non-ranking

end date) known?

Answer this question if your response to Q3B.3a is

“No”.


N/A

3B.3c *Provide the actual non-ranking end date

Answer this question if your response to Q3B.3a is

“No” and your response to Q3B.3b is “Yes”.


N/A

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 7

3B.3d *Provide the estimated non-ranking end

period

Answer this question if your response to Q3B.3a is

“No” and your response to Q3B.3b is “No”.


N/A

3B.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 Q3B.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 3C – number and type of +securities to be quoted (new class)

where issue has not previously been notified to ASX in an

Appendix 3B

Answer the questions in this Part if your response to Q2.1 is anything other than “Being issued as part of a transaction or

transactions previously announced to the market in an Appendix 3B” and your response to Q2.3 is “new class”.

Question

No.

Question Answer

3C.1 *Security description

Tranche No. 1 of Series 2020-1 fully paid

senior floating rate medium term notes due

July 2022 (“Series 2020-1 Notes”)


Tranche No. 1 of Series 2020-2 fully paid

senior floating rate medium term notes due

August 2022 (“Series 2020-2 Notes”)


Tranche No. 1 of Series 2020-3 fully paid

senior floating rate medium term notes due

September 2022 (“Series 2020-3 Notes”)


Tranche No. 1 of Series 2020-4 fully paid

senior floating rate medium term notes due

October 2022 (“Series 2020-4 Notes”)


Tranche No. 1 of Series 2020-5 fully paid

senior floating rate medium term notes due

November 2022 (“Series 2020-5 Notes”)


Tranche No. 1 of Series 2020-6 fully paid

senior floating rate medium term notes due

February 2024 (“Series 2020-6 Notes”)


Tranche No. 1 of Series 2020-7 fully paid

senior floating rate medium term notes due

June 2024 (“Series 2020-7 Notes”)

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 8

3C.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


N/A

3C.3 ISIN code

Answer this question if you are an entity incorporated

outside Australia and you are seeking quotation of a

new class of securities other than CDIs. See also the

note at the top of this form.

Series 2020-1 Notes: AU3FN0057766

Series 2020-2 Notes: AU3FN0057790

Series 2020-3 Notes: AU3FN0057816

Series 2020-4 Notes: AU3FN0057774

Series 2020-5 Notes: AU3FN0057782

Series 2020-6 Notes: AU3FN0057808

Series 2020-7 Notes: AU3FN0057824

3C.4 *Number of +securities to be quoted Series 2020-1 Notes: 428 (i.e. fully paid

senior floating rate medium term notes with

a denomination of AUD100,000)

Series 2020-2 Notes: 500 (i.e. fully paid

senior floating rate medium term notes with

a denomination of AUD100,000)

Series 2020-3 Notes: 500 (i.e. fully paid

senior floating rate medium term notes with

a denomination of AUD100,000)

Series 2020-4 Notes: 500 (i.e. fully paid

senior floating rate medium term notes with

a denomination of AUD100,000)

Series 2020-5 Notes: 500 (i.e. fully paid

senior floating rate medium term notes with

a denomination of AUD100,000)

Series 2020-6 Notes: 1,000 (i.e. fully paid

senior floating rate medium term notes with

a denomination of AUD100,000)

Series 2020-7 Notes: 500 (i.e. fully paid

senior floating rate medium term notes with

a denomination of AUD100,000)

3C.5a *Will all the +securities issued in this class

rank equally in all respects from the issue

date?

Yes.


The fully paid senior floating rate medium

term notes rank equally for payment in a

winding up with all other unsecured and

unsubordinated obligations of Westpac.


The fully paid senior floating rate medium

term notes rank ahead for payment in a

winding up of all unsecured and

subordinated obligations of Westpac.


The fully paid senior floating rate medium

term notes rank ahead of all ordinary

shares of Westpac.

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 9

3C.5b *Is the actual date from which the

+securities will rank equally (non-ranking

end date) known?

Answer this question if your response to Q3C.5a is

“No”.

N/A

3C.5c *Provide the actual non-ranking end date

Answer this question if your response to Q3C.5a is

“No” and your response to Q3C.5b is “Yes”.

N/A

3C.5d *Provide the estimated non-ranking end

period

Answer this question if your response to Q3C.5a is

“No” and your response to Q3C.5b is “No”.

N/A

3C.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 Q3C.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

3C.6 Please attach a document or provide a URL

link for a document lodged with ASX setting

out the material terms of the +securities to

be quoted

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.


See the Information Memorandum dated 30

September 2020, released to the ASX

Market Announcements Platform on the

same date,

(https://www.westpac.com.au/content/dam/

public/wbc/documents/pdf/aw/ic/WBC_DIP

_Information_Memorandum_30_September

_2020.pdf) and the Pricing Supplements

dated 16 December 2020

3C.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

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 10

3C.8 *Provide a distribution schedule for the new +securities according to the categories set out

in the left hand column – including the number of recipients and the total percentage of the

new +securities held by the recipients in each category.

Number of +securities held Number of holders

Total percentage of

+securities held

1 – 1,000 N/A N/A

1,001 – 5,000 N/A N/A

5,001 – 10,000 N/A N/A

10,001 – 100,000 N/A N/A

100,001 and over N/A N/A

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) and the securities to be quoted have already been issued.

Note: if the securities to be quoted have not yet been issued, under listing rule 3.10.5, you will need to provide to

ASX a list of the 20 largest recipients of the new +securities, and the number and percentage of the new

+securities received by each of those recipients, and a distribution schedule for the securities when they are

issued.

3C.9a 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 3C.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

*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

3C.9b Option details

Answer the questions in this section if you selected this security type in your response to Question 3C.2.

*+Security currency

This is the currency in which the exercise price is

payable.

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 11

*Exercise price

The price at which each option can be exercised and

convert into the underlying security.

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 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

3C.9c 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

3C.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


N/A

*+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.

AUD

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).

Series 2020-1 Notes: AUD42,800,000

Series 2020-2 Notes: AUD50,000,000

Series 2020-3 Notes: AUD50,000,000

Series 2020-4 Notes: AUD50,000,000

Series 2020-5 Notes: AUD50,000,000

Series 2020-6 Notes: AUD100,000,000

Series 2020-7 Notes: AUD50,000,000

*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


N/A

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 12

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

Series 2020-1 Notes: 15 January 2021

Series 2020-2 Notes: 15 February 2021

Series 2020-3 Notes: 15 March 2021

Series 2020-4 Notes: 18 January 2021

Series 2020-5 Notes: 15 February 2021

Series 2020-6 Notes: 15 February 2021

Series 2020-7 Notes: 15 March 2021

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.

Yes


*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”.


3 month BBSW, except for the short first

interest period as follows:

Series 2020-1 Notes: 1 month BBSW

Series 2020-2 Notes: 2 month BBSW

Series 2020-4 Notes: 1 month BBSW

Series 2020-5 Notes: 2 month BBSW

Series 2020-6 Notes: 2 month BBSW


*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.


Yes

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 13

*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”.

Series 2020-1 Notes: 0.07% per annum

Series 2020-2 Notes: 0.07% per annum

Series 2020-3 Notes: 0.07% per annum

Series 2020-4 Notes: 0.08% per annum

Series 2020-5 Notes: 0.09% per annum

Series 2020-6 Notes: 0.15% per annum

Series 2020-7 Notes: 0.17% per annum


*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)?

No

*Maturity date

Answer this question if the security is not perpetual

Series 2020-1 Notes: 15 July 2022

Series 2020-2 Notes: 15 August 2022

Series 2020-3 Notes: 15 September 2022

Series 2020-4 Notes: 17 October 2022

Series 2020-5 Notes: 15 November 2022

Series 2020-6 Notes: 14 February 2024

Series 2020-7 Notes: 14 June 2024

*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

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 14

*Is there a first trigger date on which a

right of conversion, redemption, call or put

can be exercised (whichever is first)?

No



*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


Part 4 – Issue details

Question

No.


Question Answer

4.1 *Have the +securities to be quoted been

issued yet?

No

4.1a *What was their date of issue?

Answer this question if your response to Q4.1 is

“Yes”.


N/A

4.1b *What is their proposed date of issue?

Answer this question if your response to Q4.1 is “No”.

17 December 2020

4.2

*Are the +securities to be quoted being

issued for a cash consideration?

If the securities are being issued for nil cash

consideration, answer this question “No”.


Yes

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”.

AUD

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 and Q4.2d.

AUD100,000 fully paid per Series 2020-1

Note

AUD100,000 fully paid per Series 2020-2

Note

AUD100,000 fully paid per Series 2020-3

Note

AUD100,000 fully paid per Series 2020-4

Note

AUD100,000 fully paid per Series 2020-5

Note

AUD100,000 fully paid per Series 2020-6

Note

AUD100,000 fully paid per Series 2020-7

Note

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 15

4.2c Please describe the consideration being

provided for the +securities to be quoted

Answer this question if your response to Q4.2 is “No”.

N/A

4.2d Please provide an estimate (in AUD) of the

value of the consideration being provided

per +security for the +securities to be

quoted

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

N/A

Part 5 – Issued capital following quotation

Following the quotation of the +securities the subject of this application, the issued capital of the entity

will comprise:


Note: the figures provided in the tables in sections 5.1 and 5.2 below are used to calculate the total market capitalisation of the

entity published by ASX from time to time. Please make sure you include in the relevant table each class of securities issued by

the entity.

If you have quoted CHESS Depository Interests (CDIs) issued over your securities, include them in the table in section 5.1 and

include in the table in section 5.2 any securities that do not have CDIs issued over them (and therefore are not quoted on ASX).

Restricted securities should only be included in the table in section 5.1 if you are applying to have them quoted because the

escrow period for the securities has expired or is about to expire. Otherwise include them in the table in section 5.2.


5.1 *Quoted +securities (total number of each +class of +securities quoted on ASX following

the +quotation of the +securities the subject of this application)


ASX security code and description Total number of +securities on

issue

WBC (Fully Paid Ordinary Shares) 3,611,684,870


WBCHBN (Series 2015-20 Fully Paid Senior

Fixed Rate Medium Term Notes)

4,250

WBCHBP (Series 2016-1 Fully Paid

Subordinated Floating Rate Medium Term

Notes)

7,000

WBCHBR (Series 2016-3 Fully Paid Senior

Fixed Rate Medium Term Notes)

5,000

WBCHBS (Series 2016-4 Fully Paid Senior

Floating Rate Medium Term Notes)

21,000

WBCHBX (Series 2017-1 Fully Paid Senior

Floating Rate Medium Term Notes)

23,500

WBCHBY (Series 2017-2 Fully Paid Senior

Fixed Rate Medium Term Notes)

2,500

WBCHCC (Series 2017-5 Fully Paid Senior

Floating Rate Medium Term Notes)

23,750

WBCHCD (Series 2017-6 Fully Paid Senior

Fixed Rate Medium Term Notes)

3,000

WBCHCF (Series 2018-1 Fully Paid

Subordinated Floating Rate Medium Term

Notes)

2,500

WBCHCH (Series 2018-2 Fully Paid Senior

Floating Rate Medium Term Notes)

23,500

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 16

WBCHCI (Series 2018-3 Fully Paid Senior Fixed

Rate Medium Term Notes)

2,500

WBCHCJ (Series 2018-4 Fully Paid Senior Fixed

Rate Medium Term Notes)

500

WBCHCK (Series 2018-5 Fully Paid

Subordinated Floating Rate Medium Term

Notes)

7,250

WBCHCL (Series 2018-6 Fully Paid Senior Fixed

Rate Medium Term Notes)

500

WBCHCN (Series 2018-8 Fully Paid Senior

Fl oating Rate Medium Term Notes)

15,000

WBCHCO (Series 2018-9 Fully Paid Senior

Fixed Rate Medium Term Notes)

3,000

WBCHCP (Series 2018-10 Fully Paid Senior

Floating Rate Medium Term Notes)

24,500

WBCHCQ (Series 2019-1 Fully Paid Senior

Fixed Rate Medium Term Notes)

400

WBCHCR (Series 2019-2 Fully Paid Senior

Floating Rate Medium Term Notes)

19,000

WBCHCS (Series 2019-3 Fully Paid Senior

Fixed Rate Medium Term Notes)

3,500

WBCHCT (Series 2019-4 Fully Paid Senior

Floating Rate Medium Term Notes)

15,000

WBCHCU (Series 2019-5 Fully Paid Senior

Floating Rate Medium Term Notes)

17,000

WBCHCV (Series 2019-6 Fully Paid Senior

Fixed Rate Medium Term Notes)

3,000

WBCHCW (Series 2019-7 Fully Paid

Subordinated Floating Rate Medium Term

Notes)

10,000

WBCHCY (Series 2020-1 Fully Paid Senior

Floating Rate Medium Term Notes)

428

WBCHCZ (Series 2020-2 Fully Paid Senior

Floating Rate Medium Term Notes)

500

WBCHDA (Series 2020-3 Fully Paid Senior

Floating Rate Medium Term Notes)

500

WBCHDB (Series 2020-4 Fully Paid Senior

Floating Rate Medium Term Notes)

500

WBCHDC (Series 2020-5 Fully Paid Senior

Floating Rate Medium Term Notes)

500

WBCHDD (Series 2020-6 Fully Paid Senior

Floating Rate Medium Term Notes)

1,000

WBCHDE (Series 2020-7 Fully Paid Senior

Floating Rate Medium Term Notes)

500

WBCPE (Westpac Capital Notes 2) 13,105,705

WBCPF (Westpac Capital Notes 3) 4,584,547

WBCPG (Westpac Capital Notes 4) 17,020,534

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 17

WBCPH (Westpac Capital Notes 5) 16,903,383

WBCPI (Westpac Capital Notes 6) 14,230,580

WBCPJ (Westpac Capital Notes 7) 17,229,363

WBCHBH (Series 1187 AUD350,000,000 Fixed Rate Subordinated Instruments) –

due March 2027

WBCHBK (Series 1198 SGD325,000,000 Fixed Rate Subordinated Instruments) –

due August 2027

WBCHBO (Series 1227 USD100,000,000 Fixed Rate Subordinated Instruments) –

due February 2046

WBCHBT (Series 1267 JPY10,000,000,000 Fixed Rate Subordinated Instruments) – due

June 2026

WBCHBU (Series 1269 AUD175,000,000 Fixed Rate Subordinated Instruments) –

due June 2028

WBCHBZ (Series 1331 HKD600,000,000 Fixed Rate Subordinated Instruments) –

due July 2027

WBCHCA (Series 1333 AUD350,000,000 Fixed Rate Subordinated Instruments) –

due August 2029

WBCHCE (Series 1361 AUD185,000,000 Fixed Rate Subordinated Instruments) –

due February 2048

WBCHCG (Series 1371 AUD130,000,000 Fixed Rate Subordinated Instruments) –

due March 2048


5.2

*Unquoted +securities (total number of each +class of +securities issued but not quoted

on ASX):

ASX security code and description Total number of +securities on issue

Westpac Performance Plan


Westpac Long Term Variable Reward Plan

818,133


2,276,613


USD1.25 billion 5.00% Fixed Rate Resetting Perpetual

Subordinated Contingent Convertible Securities


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 “Being issued under a dividend/distribution plan” and the response to Q2.2b.2 is “No”; or

- your response to Q2.1 is “Other”.

Note that if your response to Q2.1 is “Being issued as part of a transaction or transactions previously announced to the market

in an Appendix 3B”, it is assumed that you will have provided the information referred to in this Part in the Appendix 3B.

Question

No.

Question Answer

6.1 *Has the entity obtained, or is it obtaining,

+security holder approval for the issue

under listing rule 7.1?

N/A

This appendix is not available as an online form Appendix 2A
Please fill in and submit as a PDF announcement Application for quotation of +securities

+ See chapter 19 for defined terms

31 January 2020 Page 18

6.1a *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 “Yes”.

N/A

6.1b *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”.

N/A

6.1b.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”

and the response to Q6.1b 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.


N/A

6.1c *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”.

N/A

6.1c.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”

and the response to Q6.1c 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




NOTIFICATION UNDER SECTION 309B OF THE SECURITIES AND FUTURES ACT, (CHAPTER 289)

OF SINGAPORE – The Debt Instruments 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).

PROHIBITION ON SALES TO EEA AND UK RETAIL INVESTORS – The Debt Instruments are not

intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise

made available to any retail investor in the European Economic Area (“EEA”) or in the United Kingdom (the

“UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as

defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”) or (ii) a customer within

the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as

defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU)

2017/1129 (the “Prospectus Regulation”). Consequently no key information document required by

Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Debt

Instruments or otherwise making them available to retail investors in the EEA or in the UK has been

prepared and therefore offering or selling the Debt Instruments or otherwise making them available to any

retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

Series No.: 2020-1

Tranche No.: 1







Westpac Banking Corporation

(ABN 33 007 457 141)


Debt Issuance Programme


Issue of

$42,800,000 Floating Rate Medium Term Notes due July 2022

(“Debt Instruments”)












The date of this Supplement is 16 December 2020.

This Supplement (as referred to in the Information Memorandum in relation to the above Programme dated

30 September 2020 (“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 Dealers : Westpac Banking Corporation

(ABN 33 007 457 141)

4

Registrar and Australian Paying

Agent

:

BTA Institutional Services Australia Limited

(ABN 48 002 916 396)

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

Issue Date

: Not Applicable

8 Status : Senior

9 Currency : Australian dollars (“A$”)

10 Aggregate Principal Amount of

Tranche

: A$42,800,000

11 If interchangeable with existing

Series, Series No.

: Not Applicable

12 Issue Date : 17 December 2020

13 Issue Price : 100 per cent. per Denomination

14 Commissions Payable : As set out in the Subscription Acknowledgement

dated 16 December 2020 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 : Denominations of 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 / TCDs : Not Applicable

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 Senior

Notes)

:

19 Type of Debt Instruments :


Floating Rate Debt Instruments

20 If interest-bearing, specify which

of the relevant Conditions is

applicable

:

Condition 5.3 applies

21 Fixed Rate Debt Instruments : Not Applicable

22

Floating Rate Debt Instruments

(Condition 5.3)

: Applicable

Interest Commencement Date, if

not Issue Date

: Issue Date

Interest Rate : Condition 5.3(b)(i) (ISDA Determination) applies

Interest Payment Dates : 15 January, 15 April, 15 July and 15 October of

each year commencing on 15 January 2021, 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 15 January 2021.

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




Designated Maturity : 3 months, except for the short first Interest Period

in which the Interest Rate will be determined by

using a Designated Maturity of 1 month.

Reset Date : The Issue Date and each Interest Payment Date

Margin : Plus 0.07 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 : 15 July 2022,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

32 Early redemption for taxation

reasons (Condition 6.3)

: Applicable

Specify minimum notice period : 15 days

Specify maximum notice period : 45 days

Specify any conditions to early

redemption

: Not Applicable

Early Redemption Amount (Tax) : As set out in Condition 6.3

Early Redemption Date (Tax) : As set out in Condition 6.3

33 Early redemption at the option of

the Issuer (Call) (Condition 6.4)

: Not Applicable

Specify minimum notice period : Not Applicable

Specify maximum notice period : Not Applicable

Specify any additional conditions

to exercise of the call option

: Not Applicable




Specify first date on which the call

option may be exercised in the

case of Subordinated Notes

: Not Applicable

Early Redemption Amount (Call) : The Outstanding Principal Amount, together with

accrued interest (if any) thereon of the Debt

Instruments

Early Redemption Date (Call) : The next Interest Payment Date


Specify whether redemption is

permitted in respect of some only

of the Debt Instruments and, if so,

any minimum aggregate principal

amount and the means by which

Debt Instruments will be selected

for redemption

:

The Outstanding Principal Amount, together with

accrued interest (if any) thereon of the Debt

Instruments

34 Early redemption at the option of

Holders (Put) (Condition 6.5)

: 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 : AU3FN0057766

41 Common Code : 227559250

42 Common Depository : Not applicable

43 Austraclear Number : WP2243

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

16 December 2020




NOTIFICATION UNDER SECTION 309B OF THE SECURITIES AND FUTURES ACT, (CHAPTER 289)

OF SINGAPORE – The Debt Instruments 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).

PROHIBITION ON SALES TO EEA AND UK RETAIL INVESTORS – The Debt Instruments are not

intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise

made available to any retail investor in the European Economic Area (“EEA”) or in the United Kingdom (the

“UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as

defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”) or (ii) a customer within

the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as

defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU)

2017/1129 (the “Prospectus Regulation”). Consequently no key information document required by

Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Debt

Instruments or otherwise making them available to retail investors in the EEA or in the UK has been

prepared and therefore offering or selling the Debt Instruments or otherwise making them available to any

retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

Series No.: 2020-2

Tranche No.: 1







Westpac Banking Corporation

(ABN 33 007 457 141)


Debt Issuance Programme


Issue of

$50,000,000 Floating Rate Medium Term Notes due August 2022

(“Debt Instruments”)












The date of this Supplement is 16 December 2020.

This Supplement (as referred to in the Information Memorandum in relation to the above Programme dated

30 September 2020 (“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 Dealers : Westpac Banking Corporation

(ABN 33 007 457 141)

4

Registrar and Australian Paying

Agent

:

BTA Institutional Services Australia Limited

(ABN 48 002 916 396)

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

Issue Date

: Not Applicable

8 Status : Senior

9 Currency : Australian dollars (“A$”)

10 Aggregate Principal Amount of

Tranche

: A$50,000,000

11 If interchangeable with existing

Series, Series No.

: Not Applicable

12 Issue Date : 17 December 2020

13 Issue Price : 100 per cent. per Denomination

14 Commissions Payable : As set out in the Subscription Acknowledgement

dated 16 December 2020 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 : Denominations of 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 / TCDs : Not Applicable

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 Senior

Notes)

:

19 Type of Debt Instruments :


Floating Rate Debt Instruments

20 If interest-bearing, specify which

of the relevant Conditions is

applicable

:

Condition 5.3 applies

21 Fixed Rate Debt Instruments : Not Applicable

22

Floating Rate Debt Instruments

(Condition 5.3)

: Applicable

Interest Commencement Date, if

not Issue Date

: Issue Date

Interest Rate : Condition 5.3(b)(i) (ISDA Determination) applies

Interest Payment Dates : 15 February, 15 May, 15 August and 15

November of each year commencing on 15

February 2021, 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 15 February 2021.

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




Designated Maturity : 3 months, except for the short first Interest Period

in which the Interest Rate will be determined by

using a Designated Maturity of 2 months.

Reset Date : The Issue Date and each Interest Payment Date

Margin : Plus 0.07 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 : 15 August 2022,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

32 Early redemption for taxation

reasons (Condition 6.3)

: Applicable

Specify minimum notice period : 15 days

Specify maximum notice period : 45 days

Specify any conditions to early

redemption

: Not Applicable

Early Redemption Amount (Tax) : As set out in Condition 6.3

Early Redemption Date (Tax) : As set out in Condition 6.3

33 Early redemption at the option of

the Issuer (Call) (Condition 6.4)

: Not Applicable

Specify minimum notice period : Not Applicable

Specify maximum notice period : Not Applicable

Specify any additional conditions

to exercise of the call option

: Not Applicable




Specify first date on which the call

option may be exercised in the

case of Subordinated Notes

: Not Applicable

Early Redemption Amount (Call) : The Outstanding Principal Amount, together with

accrued interest (if any) thereon of the Debt

Instruments

Early Redemption Date (Call) : The next Interest Payment Date


Specify whether redemption is

permitted in respect of some only

of the Debt Instruments and, if so,

any minimum aggregate principal

amount and the means by which

Debt Instruments will be selected

for redemption

:

The Outstanding Principal Amount, together with

accrued interest (if any) thereon of the Debt

Instruments

34 Early redemption at the option of

Holders (Put) (Condition 6.5)

: 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 : AU3FN0057790

41 Common Code : 227559381

42 Common Depository : Not applicable

43 Austraclear Number : WP2246

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

16 December 2020




NOTIFICATION UNDER SECTION 309B OF THE SECURITIES AND FUTURES ACT, (CHAPTER 289)

OF SINGAPORE – The Debt Instruments 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).

PROHIBITION ON SALES TO EEA AND UK RETAIL INVESTORS – The Debt Instruments are not

intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise

made available to any retail investor in the European Economic Area (“EEA”) or in the United Kingdom (the

“UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as

defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”) or (ii) a customer within

the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as

defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU)

2017/1129 (the “Prospectus Regulation”). Consequently no key information document required by

Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Debt

Instruments or otherwise making them available to retail investors in the EEA or in the UK has been

prepared and therefore offering or selling the Debt Instruments or otherwise making them available to any

retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

Series No.: 2020-3

Tranche No.: 1







Westpac Banking Corporation

(ABN 33 007 457 141)


Debt Issuance Programme


Issue of

$50,000,000 Floating Rate Medium Term Notes due September 2022

(“Debt Instruments”)












The date of this Supplement is 16 December 2020.

This Supplement (as referred to in the Information Memorandum in relation to the above Programme dated

30 September 2020 (“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 Dealers : Westpac Banking Corporation

(ABN 33 007 457 141)

4

Registrar and Australian Paying

Agent

:

BTA Institutional Services Australia Limited

(ABN 48 002 916 396)

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

Issue Date

: Not Applicable

8 Status : Senior

9 Currency : Australian dollars (“A$”)

10 Aggregate Principal Amount of

Tranche

: A$50,000,000

11 If interchangeable with existing

Series, Series No.

: Not Applicable

12 Issue Date : 17 December 2020

13 Issue Price : 100 per cent. per Denomination

14 Commissions Payable : As set out in the Subscription Acknowledgement

dated 16 December 2020 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 : Denominations of 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 / TCDs : Not Applicable

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 Senior

Notes)

:

19 Type of Debt Instruments :


Floating Rate Debt Instruments

20 If interest-bearing, specify which

of the relevant Conditions is

applicable

:

Condition 5.3 applies

21 Fixed Rate Debt Instruments : Not Applicable

22

Floating Rate Debt Instruments

(Condition 5.3)

: Applicable

Interest Commencement Date, if

not Issue Date

: Issue Date

Interest Rate : Condition 5.3(b)(i) (ISDA Determination) applies

Interest Payment Dates : 15 March, 15 June, 15 September and 15

December of each year commencing on 15

March 2021, 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 15 March 2021.

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




Designated Maturity : 3 months

Reset Date : The Issue Date and each Interest Payment Date

Margin : Plus 0.07 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 : 15 September 2022,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

32

Early redemption for taxation

reasons (Condition 6.3)

: Applicable

Specify minimum notice period : 15 days

Specify maximum notice period : 45 days

Specify any conditions to early

redemption

: Not Applicable

Early Redemption Amount (Tax) : As set out in Condition 6.3

Early Redemption Date (Tax) : As set out in Condition 6.3

33 Early redemption at the option of

the Issuer (Call) (Condition 6.4)

: Not Applicable

Specify minimum notice period : Not Applicable

Specify maximum notice period : Not Applicable

Specify any additional conditions

to exercise of the call option

: Not Applicable

Specify first date on which the call

option may be exercised in the

case of Subordinated Notes

: Not Applicable




Early Redemption Amount (Call) : The Outstanding Principal Amount, together with

accrued interest (if any) thereon of the Debt

Instruments

Early Redemption Date (Call) : The next Interest Payment Date

Specify whether redemption is

permitted in respect of some only

of the Debt Instruments and, if so,

any minimum aggregate principal

amount and the means by which

Debt Instruments will be selected

for redemption

: The Outstanding Principal Amount, together with

accrued interest (if any) thereon of the Debt

Instruments

34 Early redemption at the option of

Holders (Put) (Condition 6.5)

: 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 : AU3FN0057816

41 Common Code : 227559357

42 Common Depository : Not applicable

43 Austraclear Number : WP2248

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

16 December 2020




NOTIFICATION UNDER SECTION 309B OF THE SECURITIES AND FUTURES ACT, (CHAPTER 289)

OF SINGAPORE – The Debt Instruments 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).

PROHIBITION ON SALES TO EEA AND UK RETAIL INVESTORS – The Debt Instruments are not

intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise

made available to any retail investor in the European Economic Area (“EEA”) or in the United Kingdom (the

“UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as

defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”) or (ii) a customer within

the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as

defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU)

2017/1129 (the “Prospectus Regulation”). Consequently no key information document required by

Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Debt

Instruments or otherwise making them available to retail investors in the EEA or in the UK has been

prepared and therefore offering or selling the Debt Instruments or otherwise making them available to any

retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

Series No.: 2020-4

Tranche No.: 1







Westpac Banking Corporation

(ABN 33 007 457 141)


Debt Issuance Programme


Issue of

$50,000,000 Floating Rate Medium Term Notes due October 2022

(“Debt Instruments”)












The date of this Supplement is 16 December 2020.

This Supplement (as referred to in the Information Memorandum in relation to the above Programme dated

30 September 2020 (“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 Dealers : Westpac Banking Corporation

(ABN 33 007 457 141)

4

Registrar and Australian Paying

Agent

:

BTA Institutional Services Australia Limited

(ABN 48 002 916 396)

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

Issue Date

: Not Applicable

8 Status : Senior

9 Currency : Australian dollars (“A$”)

10 Aggregate Principal Amount of

Tranche

: A$50,000,000

11 If interchangeable with existing

Series, Series No.

: Not Applicable

12 Issue Date : 17 December 2020

13 Issue Price : 100 per cent. per Denomination

14 Commissions Payable : As set out in the Subscription Acknowledgement

dated 16 December 2020 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 : Denominations of 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 / TCDs : Not Applicable

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 Senior

Notes)

:

19 Type of Debt Instruments :


Floating Rate Debt Instruments

20 If interest-bearing, specify which

of the relevant Conditions is

applicable

:

Condition 5.3 applies

21 Fixed Rate Debt Instruments : Not Applicable

22

Floating Rate Debt Instruments

(Condition 5.3)

: Applicable

Interest Commencement Date, if

not Issue Date

: Issue Date

Interest Rate : Condition 5.3(b)(i) (ISDA Determination) applies

Interest Payment Dates : 17 January, 17 April,17 July and 17 October of

each year commencing on 18 January 2021, 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 18 January 2021.

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




Designated Maturity : 3 months, except for the short first Interest Period

in which the Interest Rate will be determined by

using a Designated Maturity of 1 month.

Reset Date : The Issue Date and each Interest Payment Date

Margin : Plus 0.08 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 : 17 October 2022,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

32 Early redemption for taxation

reasons (Condition 6.3)

: Applicable

Specify minimum notice period : 15 days

Specify maximum notice period : 45 days

Specify any conditions to early

redemption

: Not Applicable

Early Redemption Amount (Tax) : As set out in Condition 6.3

Early Redemption Date (Tax) : As set out in Condition 6.3

33 Early redemption at the option of

the Issuer (Call) (Condition 6.4)

: Not Applicable

Specify minimum notice period : Not Applicable

Specify maximum notice period : Not Applicable

Specify any additional conditions

to exercise of the call option

: Not Applicable




Specify first date on which the call

option may be exercised in the

case of Subordinated Notes

: Not Applicable

Early Redemption Amount (Call) : The Outstanding Principal Amount, together with

accrued interest (if any) thereon of the Debt

Instruments

Early Redemption Date (Call) : The next Interest Payment Date


Specify whether redemption is

permitted in respect of some only

of the Debt Instruments and, if so,

any minimum aggregate principal

amount and the means by which

Debt Instruments will be selected

for redemption

:

The Outstanding Principal Amount, together with

accrued interest (if any) thereon of the Debt

Instruments

34 Early redemption at the option of

Holders (Put) (Condition 6.5)

: 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 : AU3FN0057774

41 Common Code : 227559306

42 Common Depository : Not applicable

43 Austraclear Number : WP2244

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

16 December 2020




NOTIFICATION UNDER SECTION 309B OF THE SECURITIES AND FUTURES ACT, (CHAPTER 289)

OF SINGAPORE – The Debt Instruments 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).

PROHIBITION ON SALES TO EEA AND UK RETAIL INVESTORS – The Debt Instruments are not

intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise

made available to any retail investor in the European Economic Area (“EEA”) or in the United Kingdom (the

“UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as

defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”) or (ii) a customer within

the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as

defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU)

2017/1129 (the “Prospectus Regulation”). Consequently no key information document required by

Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Debt

Instruments or otherwise making them available to retail investors in the EEA or in the UK has been

prepared and therefore offering or selling the Debt Instruments or otherwise making them available to any

retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

Series No.: 2020-5

Tranche No.: 1







Westpac Banking Corporation

(ABN 33 007 457 141)


Debt Issuance Programme


Issue of

$50,000,000 Floating Rate Medium Term Notes due November 2022

(“Debt Instruments”)












The date of this Supplement is 16 December 2020.

This Supplement (as referred to in the Information Memorandum in relation to the above Programme dated

30 September 2020 (“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 Dealers : Westpac Banking Corporation

(ABN 33 007 457 141)

4

Registrar and Australian Paying

Agent

:

BTA Institutional Services Australia Limited

(ABN 48 002 916 396)

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

Issue Date

: Not Applicable

8 Status : Senior

9 Currency : Australian dollars (“A$”)

10 Aggregate Principal Amount of

Tranche

: A$50,000,000

11 If interchangeable with existing

Series, Series No.

: Not Applicable

12 Issue Date : 17 December 2020

13 Issue Price : 100 per cent. per Denomination

14 Commissions Payable : As set out in the Subscription Acknowledgement

dated 16 December 2020 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 : Denominations of 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 / TCDs : Not Applicable

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 Senior

Notes)

:

19 Type of Debt Instruments :


Floating Rate Debt Instruments

20 If interest-bearing, specify which

of the relevant Conditions is

applicable

:

Condition 5.3 applies

21 Fixed Rate Debt Instruments : Not Applicable

22

Floating Rate Debt Instruments

(Condition 5.3)

: Applicable

Interest Commencement Date, if

not Issue Date

: Issue Date

Interest Rate : Condition 5.3(b)(i) (ISDA Determination) applies

Interest Payment Dates : 15 February, 15 May, 15 August and 15

November of each year commencing on 15

February 2021, 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 15 February 2021.

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




Designated Maturity : 3 months, except for the short first Interest Period

in which the Interest Rate will be determined by

using a Designated Maturity of 2 months.

Reset Date : The Issue Date and each Interest Payment Date

Margin : Plus 0.09 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 : 15 November 2022,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

32 Early redemption for taxation

reasons (Condition 6.3)

: Applicable

Specify minimum notice period : 15 days

Specify maximum notice period : 45 days

Specify any conditions to early

redemption

: Not Applicable

Early Redemption Amount (Tax) : As set out in Condition 6.3

Early Redemption Date (Tax) : As set out in Condition 6.3

33 Early redemption at the option of

the Issuer (Call) (Condition 6.4)

: Not Applicable

Specify minimum notice period : Not Applicable

Specify maximum notice period : Not Applicable

Specify any additional conditions

to exercise of the call option

: Not Applicable




Specify first date on which the call

option may be exercised in the

case of Subordinated Notes

: Not Applicable

Early Redemption Amount (Call) : The Outstanding Principal Amount, together with

accrued interest (if any) thereon of the Debt

Instruments

Early Redemption Date (Call) : The next Interest Payment Date


Specify whether redemption is

permitted in respect of some only

of the Debt Instruments and, if so,

any minimum aggregate principal

amount and the means by which

Debt Instruments will be selected

for redemption

:

The Outstanding Principal Amount, together with

accrued interest (if any) thereon of the Debt

Instruments

34 Early redemption at the option of

Holders (Put) (Condition 6.5)

: 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 : AU3FN0057782

41 Common Code : 227559322

42 Common Depository : Not applicable

43 Austraclear Number : WP2245

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

16 December 2020




NOTIFICATION UNDER SECTION 309B OF THE SECURITIES AND FUTURES ACT, (CHAPTER 289)

OF SINGAPORE – The Debt Instruments 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).

PROHIBITION ON SALES TO EEA AND UK RETAIL INVESTORS – The Debt Instruments are not

intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise

made available to any retail investor in the European Economic Area (“EEA”) or in the United Kingdom (the

“UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as

defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”) or (ii) a customer within

the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as

defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU)

2017/1129 (the “Prospectus Regulation”). Consequently no key information document required by

Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Debt

Instruments or otherwise making them available to retail investors in the EEA or in the UK has been

prepared and therefore offering or selling the Debt Instruments or otherwise making them available to any

retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

Series No.: 2020-6

Tranche No.: 1







Westpac Banking Corporation

(ABN 33 007 457 141)


Debt Issuance Programme


Issue of

$100,000,000 Floating Rate Medium Term Notes due February 2024

(“Debt Instruments”)












The date of this Supplement is 16 December 2020.

This Supplement (as referred to in the Information Memorandum in relation to the above Programme dated

30 September 2020 (“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 Dealers : Westpac Banking Corporation

(ABN 33 007 457 141)

4

Registrar and Australian Paying

Agent

:

BTA Institutional Services Australia Limited

(ABN 48 002 916 396)

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

Issue Date

: Not Applicable

8 Status : Senior

9 Currency : Australian dollars (“A$”)

10 Aggregate Principal Amount of

Tranche

: A$100,000,000

11 If interchangeable with existing

Series, Series No.

: Not Applicable

12 Issue Date : 17 December 2020

13 Issue Price : 100 per cent. per Denomination

14 Commissions Payable : As set out in the Subscription Acknowledgement

dated 16 December 2020 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 : Denominations of 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 / TCDs : Not Applicable

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 Senior

Notes)

:

19 Type of Debt Instruments :


Floating Rate Debt Instruments

20 If interest-bearing, specify which

of the relevant Conditions is

applicable

:

Condition 5.3 applies

21 Fixed Rate Debt Instruments : Not Applicable

22

Floating Rate Debt Instruments

(Condition 5.3)

: Applicable

Interest Commencement Date, if

not Issue Date

: Issue Date

Interest Rate : Condition 5.3(b)(i) (ISDA Determination) applies

Interest Payment Dates : 14 February, 14 May, 14 August and 14

November of each year commencing on 15

February 2021, 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 15 February 2021.

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




Designated Maturity : 3 months, except for the short first Interest Period

in which the Interest Rate will be determined by

using a Designated Maturity of 2 months.

Reset Date : The Issue Date and each Interest Payment Date

Margin : Plus 0.15 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 : 14 February 2024,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

32 Early redemption for taxation

reasons (Condition 6.3)

: Applicable

Specify minimum notice period : 15 days

Specify maximum notice period : 45 days

Specify any conditions to early

redemption

: Not Applicable

Early Redemption Amount (Tax) : As set out in Condition 6.3

Early Redemption Date (Tax) : As set out in Condition 6.3

33 Early redemption at the option of

the Issuer (Call) (Condition 6.4)

: Not Applicable

Specify minimum notice period : Not Applicable

Specify maximum notice period : Not Applicable

Specify any additional conditions

to exercise of the call option

: Not Applicable




Specify first date on which the call

option may be exercised in the

case of Subordinated Notes

: Not Applicable

Early Redemption Amount (Call) : The Outstanding Principal Amount, together with

accrued interest (if any) thereon of the Debt

Instruments

Early Redemption Date (Call) : The next Interest Payment Date


Specify whether redemption is

permitted in respect of some only

of the Debt Instruments and, if so,

any minimum aggregate principal

amount and the means by which

Debt Instruments will be selected

for redemption

:

The Outstanding Principal Amount, together with

accrued interest (if any) thereon of the Debt

Instruments

34 Early redemption at the option of

Holders (Put) (Condition 6.5)

: 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 : AU3FN0057808

41 Common Code : 227559411

42 Common Depository : Not applicable

43 Austraclear Number : WP2247

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

16 December 2020




NOTIFICATION UNDER SECTION 309B OF THE SECURITIES AND FUTURES ACT, (CHAPTER 289)

OF SINGAPORE – The Debt Instruments 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).

PROHIBITION ON SALES TO EEA AND UK RETAIL INVESTORS – The Debt Instruments are not

intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise

made available to any retail investor in the European Economic Area (“EEA”) or in the United Kingdom (the

“UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as

defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”) or (ii) a customer within

the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as

defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU)

2017/1129 (the “Prospectus Regulation”). Consequently no key information document required by

Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Debt

Instruments or otherwise making them available to retail investors in the EEA or in the UK has been

prepared and therefore offering or selling the Debt Instruments or otherwise making them available to any

retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

Series No.: 2020-7

Tranche No.: 1







Westpac Banking Corporation

(ABN 33 007 457 141)


Debt Issuance Programme


Issue of

$50,000,000 Floating Rate Medium Term Notes due June 2024

(“Debt Instruments”)












The date of this Supplement is 16 December 2020.

This Supplement (as referred to in the Information Memorandum in relation to the above Programme dated

30 September 2020 (“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 Dealers : Westpac Banking Corporation

(ABN 33 007 457 141)

4

Registrar and Australian Paying

Agent

:

BTA Institutional Services Australia Limited

(ABN 48 002 916 396)

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

Issue Date

: Not Applicable

8 Status : Senior

9 Currency : Australian dollars (“A$”)

10 Aggregate Principal Amount of

Tranche

: A$50,000,000

11 If interchangeable with existing

Series, Series No.

: Not Applicable

12 Issue Date : 17 December 2020

13 Issue Price : 100 per cent. per Denomination

14 Commissions Payable : As set out in the Subscription Acknowledgement

dated 16 December 2020 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 : Denominations of 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 / TCDs : Not Applicable

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 Senior

Notes)

:

19 Type of Debt Instruments :


Floating Rate Debt Instruments

20 If interest-bearing, specify which

of the relevant Conditions is

applicable

:

Condition 5.3 applies

21 Fixed Rate Debt Instruments : Not Applicable

22

Floating Rate Debt Instruments

(Condition 5.3)

: Applicable

Interest Commencement Date, if

not Issue Date

: Issue Date

Interest Rate : Condition 5.3(b)(i) (ISDA Determination) applies

Interest Payment Dates : 14 March, 14 June, 14 September and 14

December of each year commencing on 15

March 2021, 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 15 March 2021.

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




Designated Maturity : 3 months

Reset Date : The Issue Date and each Interest Payment Date

Margin : Plus 0.17 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 : 14 June 2024,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

32

Early redemption for taxation

reasons (Condition 6.3)

: Applicable

Specify minimum notice period : 15 days

Specify maximum notice period : 45 days

Specify any conditions to early

redemption

: Not Applicable

Early Redemption Amount (Tax) : As set out in Condition 6.3

Early Redemption Date (Tax) : As set out in Condition 6.3

33 Early redemption at the option of

the Issuer (Call) (Condition 6.4)

: Not Applicable

Specify minimum notice period : Not Applicable

Specify maximum notice period : Not Applicable

Specify any additional conditions

to exercise of the call option

: Not Applicable

Specify first date on which the call

option may be exercised in the

case of Subordinated Notes

: Not Applicable




Early Redemption Amount (Call) : The Outstanding Principal Amount, together with

accrued interest (if any) thereon of the Debt

Instruments

Early Redemption Date (Call) : The next Interest Payment Date

Specify whether redemption is

permitted in respect of some only

of the Debt Instruments and, if so,

any minimum aggregate principal

amount and the means by which

Debt Instruments will be selected

for redemption

: The Outstanding Principal Amount, together with

accrued interest (if any) thereon of the Debt

Instruments

34 Early redemption at the option of

Holders (Put) (Condition 6.5)

: 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 : AU3FN0057824

41 Common Code : 227559420

42 Common Depository : Not applicable

43 Austraclear Number : WP2249

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

16 December 2020

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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