Issue of Tier 2 Capital – Cleansing Notice

ASX
Release
13 MAY 2021
Westpac Banking Corporation (“Westpac”) – issue of EUR1,000,000,000 Fixed Rate
Subordinated Instruments due 13 May 2031 (the “Subordinated Instruments”)
Cleansing notice under section 708A(12H)(e) of the Corporations Act 2001 (Cth)
(“Act”) as inserted by ASIC Corporations (Regulatory Capital Securities) Instrument
2016/71 (“Instrument”)
1. Westpac will issue the Subordinated Instruments on 13 May 2021. Offers of t
he
S
ubordinated Instruments do not require disclosure to investors under Part 6D.2 of
the Act.
2. The terms and conditions of the Subordinated Instruments (“Conditions”) are set out
on pages 60 to 150 of the Information Memorandum relating to Westpac’s
Programme for the Issuance of Debt Instruments dated 11 November 202
0
(“I
nformation Memorandum”), as supplemented by the Pricing Supplement dat
ed
11
May 2021, the form of which is attached to this notice as Annexure A (“Pricing
Supplement”). The Information Memorandum was released to the Australia
n
S
ecurities Exchange (“ASX”) on 12 November 2020 and may be viewed at
www.asx.com.au.
3. The Subordinated Instruments are expected to be treated as Tier 2 regulatory capital
under the Basel III capital adequacy framework as implemented in Australia by t
he
A
ustralian Prudential Regulation Authority (“APRA”).
4. If APRA determines that Westpac is or would become non-viable, the Subordinat
ed
In
struments may be
:
(
a) Converted into fully paid ordinary shares in the capital of Westpac; or
(b) immediately and irrevocably Written-off (and rights attaching to t
he
S
ubordinated Instruments terminated) if for any reason Conversion does not
occur within five ASX Business Days of APRA notifying Westpac of t
he
det
ermination,
in accordance with the Conditions.
5. In order to enable ordinary shares in the capital of Westpac issued on Conversion to
be sold without disclosure under Chapter 6D of the Act, Westpac has elected to giv
e
t
his notice under section 708A(12H)(e) of the Act as inserted by the Instrument. The
Conditions and the information in the attached Schedule are included in, and form
part of, this notice.
Level 18, 275 Kent Street
Sydney, NSW, 2000

P
age 2
6. Westpac confirms that:
(a) the information in this notice remains current as at today’s date
;
(
b) this notice complies with section 708A of the Act, as notionally modified by the
Instrument; and
(c) this notice complies with the content requirements of section 708A(12I) of t
he
A
ct as inserted by the Instrument.
7. Unless otherwise defined, capitalised expressions used in this notice have the
meanings given to them in the Information Memorandum or Pricing Supplement.
This document has been authorised for release by Tim Hartin, General Manager & Company
Secretary.
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
This market announcement does not constitute an offer to sell or the solicitation of an offer to
buy any securities in the United States or any other jurisdiction. The securities offered have
not been and will not be registered under the U.S. Securities Act of 1933, as amended, and
may not be offered, sold or delivered in the United States or to, or for the account or benefit
of, U.S. persons, except in certain transactions permitted by U.S. tax regulations.

Page 3
SCHEDULE
A. Effect on Westpac of the offer of the Subordinated Instruments
The issuance of the Subordinated Instruments is expected to raise Tier 2 regulatory capital
to satisfy Westpac’s regulatory requirements and maintain the diversity of Westpac’s
sources and types of capital funding.
The proceeds from the issue of the Subordinated Instruments will be used as described in
Annex 2 to the Pricing Supplement. Those proceeds, less the costs of the issue, will be
classified as loan capital in the financial statements of Westpac. The issue of the
Subordinated Instruments will not have a material impact on Westpac’s financial position.
The proceeds of the issue, less the costs of the issue, are expected to increase Westpac’s
total capital ratio on a Level 2 basis by less than 0.40%.
B. Rights and liabilities attaching to the Subordinated Instruments
The rights and liabilities attaching to the Subordinated Instruments are set out in the
Conditions as supplemented by the Pricing Supplement.
C. Effect on Westpac of the issue of the ordinary shares if the Subordinate
d
I
nstruments are required to be Converted
1
A
key feature of APRA’s requirements for Tier 2 regulatory capital instruments is that they
absorb losses at the point of non-viability of the issuer. The Conditions include provisions
that require the Subordinated Instruments to be Converted into ordinary shares in the capital
of Westpac or Written-off on the occurrence of a Non-Viability Trigger Event. A Non-Viability
Trigger Event will occur when APRA notifies Westpac in writing that it believes that relevant
non-viability circumstances (as described in the definition of “Non-Viability Trigger Event” in
the Conditions) subsist, which could occur at any time.
If a Non-Viability Trigger Event occurs and Westpac Converts the Subordinated Instruments
and issues ordinary shares to Holders (as required under the Conditions), the effect of
Conversion on Westpac would be to reduce loan capital by the principal amount, less any
unamortised costs of the issue, of the Subordinated Instruments being Converted and
increase Westpac’s shareholders’ equity (ordinary share capital) by a corresponding
amount. APRA has not provided specific guidance as to how it would determine
non‑viability. Non-viability could be expected to include serious impairment of Westpac’s
financial position and concerns about its capital, funding or liquidity levels and/or insolvency.
APRA has indicated that non-viability is likely to arise prior to insolvency.
The number of ordinary shares issued on Conversion is variable, but is limited to the
Maximum Conversion Number. Limiting the number of ordinary shares which may be issued
to the Maximum Conversion Number means that it is likely that Holders will receive a
number of ordinary shares that have a market value that is significantly less than the
Outstanding Principal Amount of the Subordinated Instruments. The Australian Dollar may
depreciate in value against the Euro by the time of Conversion. In that case, the Maximum
Conversion Number is more likely to apply.
1
If, in accordance with the Conditions, Westpac is replaced by an Approved Successor as debtor of the Subordinated
Instruments and the issuer of ordinary shares, Subordinated Instruments may be Converted into fully paid ordinary
shares in the capital of an Approved Successor in accordance with the Conditions. This notice also enables ordinary
shares in the capital of an Approved Successor which is a NOHC for the purposes of the Banking Act 1959 (Cth) and the
ultimate holding company of Westpac issued on Conversion to be sold without disclosure under Chapter 6D of the Act.
Refer to the Conditions and the Instrument for further information.

Page 4
The Maximum Conversion Number is calculated based on a VWAP set to reflect 20% of the
Issue Date VWAP. The Maximum Conversion Number may be adjusted to reflect a
consolidation, division or reclassification or pro rata bonus issue, of ordinary shares.
However, no adjustment will be made to it on account of other transactions which may affect
the price of ordinary shares, including for example, rights issues, returns of capital, buy-
backs or special dividends.
The Maximum Conversion Number is 30,754.7978 Westpac ordinary shares per
Subordinated Instrument (with denominations of EUR 100,000), based on the Issue Date
VWAP of AUD 25.19. If Conversion of any Subordinated Instruments does not occur for any
reason within five ASX Business Days after the occurrence of the Non-Viability Trigger
Event, the Subordinated Instruments will be Written-off, and all corresponding rights and
claims of Holders under the Conditions (including with respect to payments of interest, the
repayment of the Outstanding Principal Amount and upon Conversion, the receipt of ordinary
shares) will be immediately and irrevocably written-off and terminated, with effect on and
from the Non-Viability Trigger Event Date in accordance with the Conditions, and investors
will lose all or some of their investment and will not receive any compensation.
D. Rights and liabilities attaching to the ordinary shares in the capital of Westpac
Westpac was registered on 23 August 2002 as a public company limited by shares under the
Act. Westpac’s constitution was most recently amended at the general meeting held on 13
December 2012 (“Constitution”, as amended from time to time). The ordinary shares in the
capital of Westpac are admitted to trading on ASX. The rights attaching to the ordinary
shares in the capital of Westpac are set out in the Act and the Constitution.
In addition, the rights and liabilities attaching to the ordinary shares in the capital of Westpac
are described on pages 333 to 334 of the 2020 Westpac Group Annual Report
2
. The Annual
Report was released to ASX on 2 November 2020 and may be viewed at www.asx.com.au,
and is also available on the Westpac website at www.westpac.com.au/investorcentre.
E. Additional information
Information about the Subordinated Instruments is contained in the Information
Memorandum and the Pricing Supplement.
Westpac is a disclosing entity for the purposes of the Act and, as a result, is subject to
regular reporting and disclosure obligations under the Act and the ASX Listing Rules. In
addition, Westpac must notify ASX immediately (subject to certain exceptions) if it becomes
aware of information about Westpac that a reasonable person would expect to have a
material effect on the price or value of its listed securities, including ordinary shares in the
capital of Westpac.
Copies of documents lodged with the Australian Securities and Investments Commission
(“ASIC”) can be obtained from, or inspected at, an ASIC office and Westpac’s ASX
announcements may be viewed at www.asx.com.au.
Any person has the right to obtain copies of:
•Westpac’s half-yearly and annual financial reports; and
2
If, in accordance with the Conditions, Westpac is replaced by an Approved Successor as debtor of the Subordinated
Instruments and the issuer of ordinary shares, then on Conversion Holders will be issued with fully paid ordinary shares in
the capital of the Approved Successor.

Page 5
• any continuous disclosure notices given by Westpac after the lodgement of the 2020
Westpac Group Annual Report, but before the date of this notice,
from www.westpac.com.au/investorcentre, or by request made in writing to Westpac at:
Westpac Group Secretariat
Level 18
Westpac Place
275 Kent Street
Sydney NSW 2000

Page 6
ANNEXURE A

Form of Pricing Supplement dated 11 May 2021 in respect of the issue of EUR
1,000,000,000 Fixed Rate Subordinated Instruments due 13 May 2031

EXECUTION VERSION
267708999v .4
PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Subordinated 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”). 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
Mi FID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as
amended, the “PRIIPs Regulation”) for offering or selling the Subordinated Ins truments or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or selling the
Subordinated Instruments or otherwise making them available to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Subordinated 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 United Kingdom (“UK”). For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No
2017/565 as it forms part of domestic law in the UK by virtue of the European Union (Withdrawal) Act 2018
(“EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act
2000 (UK) (“FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU)
2016/97 in the UK, where that customer would not qualify as a professional client, as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in the EUWA. Consequently
no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law in
the UK by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Subordinated
Instruments or otherwise making them available to retail investors in the UK has been prepared and
therefore offering or selling the Subordinated Instruments or otherwise making them available to any retail
investor in the UK may be unlawful under the UK PRIIPs Regulati on.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGI BL E
COUNTERPARTI ES ONLY TARGET MARKET – Solely for the purposes of the manufacturer’s product
approval process, the target market assessment in respect of the Subordinated Instruments has led to the
conclusion that: (i) the target market for the Subordinated Instruments is eligible counterparties and
professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Sub ordi nated
Instruments to eligible counterparties and professional clients are appropriate. Any person subsequently
offering, selling or recommending the Subordinated Instruments (a “distributor”) should take into
consideration the manufacturer’s target market assessment; however, a distributor s ubject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Subordinated Ins truments
(by either adopting or refining the manufacturer’s target m arket assessment) and determining appropriate
distribution channels.
UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGI BL E
COUNTERPARTIES ONLY TARGET MARKET – Solely for the purposes of each manufacturers’ product
approval process, the target market assessment in respect of the Subordinated Instruments has led to the
conclusion that: (i) the target market for the Subordinated Instruments is only eligible counterparties, as defined
in the FCA Handbook Conduct of Business Sourcebook (“COBS”), and professional clients, as defined in
Regulation (EU) No 600/2014 as it forms part of domestic law in the UK by virtue of the EUWA (“UK MiFIR”);
and (ii) all channels for distribution of the Subordinated Instruments to eligible counterparties and professional
clients are appropriate. Any person subsequently offering, selling or recommending the Subordinated
Instruments (a “distributor”) should take into consideration the manufacturers’ target market assessment;
however, a distributor subject to the FCA Handbook Product Intervention and Product Governance

267708999v .4
2
Sourcebook (the “UK MiFIR Product Governance Rules”) is responsible for undertaking its own target
market assessment in respect of the Subordinated Instruments (by either adopting or refining the
manufacturers’ target market assessment) and determining appropriate distribution channe ls.
NOTIFICATIO N UNDER SECTION 309B OF THE SECURITIES AND FUTURES ACT, CHAPTER 289 OF
SINGAPORE – The Subordinated 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).
NOTICE TO CANADIAN INVESTORS: No prospectus has been filed with any securities com mission or
similar regulatory authority in Canada in connection with the offer and sale of the Subordinated Instruments.
No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon
the Information Memorandum or this Pricing Supplement (collectively, the “Offering Documents”) or on the
merits of the Subordinated Instruments and any representation to the contrary is an offence. The offer and
sale of the Subordinated Instruments in Canada is being made on a private placement basis only and is
exempt from the requirement that the Issuer prepares and files a prospectus under applicable Canadian
securities laws. Securities legislation in certain provinces of Canada may provide a purchaser with remedies
for rescission or damages if the Information Memorandum (including any amendment thereto) or this Pricing
Supplement contains a misrepresentation, provided that the remedies for rescission or damages are
exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s
province. The purchaser should refer to any applicable provisions of the securities legislation of the
purchaser’s province for particulars of these rights or consult with a legal advisor. Upon receipt of this
document, each Canadian purchaser hereby confirms that it has expressly requested that all documents
evidencing or relating in any way to the sale of the securities described herein (including for greater certainty
any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce
document, chaque acheteur canadien confirme par les présentes qu’il a expressément exigé que tous les
documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières
décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient
rédigés en anglais seulement.
THIS PRICING SUPPLEMENT HAS BEEN ISSUED IN RESPECT OF INSTRUMENTS WHICH ARE NOT
ADMITTED TO THE OFFICIAL LIST OF THE UK FINANCIAL CONDUCT AUTHORITY OR TO ANY
OTHER EUROPEAN ECONOMIC AREA REGULATED MARKET OR OFFERED TO THE PUBLIC IN THE
EUROPEAN ECONOMIC AREA FOR THE PURPOSES OF THE REGULATION (EU) 2017/1129 (AS
AMENDED) (THE “PROSPECTUS REGULATION”) . THIS PRICING SUPPLEMENT HAS NOT BEEN
REVIEWED OR APPROVED BY THE UK FINANCIAL CONDUCT AUTHORITY AND DOES NOT
CONSITUTE A BASE PROSPECTUS FOR THE PURPOSES OF THE PROSPECTUS REGULATION.

267708999v .4
3
PRICING SUPPLEMENT
Series No.: 1462
Tranche No.: 1
W ES TPAC BANKING CORPORATION ABN 33 007 457 141
Programme for the Issuance of Debt Instruments
Issue of
EUR1,000,000,000
Fixed Rate Subordinated Instruments due 13 May 2031
by Westpac Banking Corporation
Legal Entity Identifier (LEI): EN5TNI6CI43VEPAMHL14
This document constitutes the Pricing Supplement relating to the issue of Subordinated Instruments
described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Terms
and Conditions (the “Conditions”) set forth in the Information Memorandum dated 11 November 2020, as
supplemented (the “Information Memorandum”). This Pricing Supplement must be read in conjunction
with the Information Memorandum.
Full information on the Issuer and the Subordinated Instruments described herein is only available on the
basis of a combination of this Pricing Supplement and the Information Memorandum. The Information
Memorandum is available for viewing at Camomile Court, 23 Camomile Street, London EC3A 7LL, United
Kingdom and copies may be obtained from the Specified Offices of the Paying Agents.
Part A: Contractual Terms
The Subordinated Instruments being purchased have the following terms:
1 Issuer :
Westpac Banking Corporation, acting through its
head office
2 Date of Board Approval of the Issuer :
Not applicable, save as discussed in Section 2 of
the “General Information” section of the
Information Memorandum
3 Status : Subordinated
The primary method of loss absorption is
Conversion, subject to possible Write-off in
accordance with Condition 5.3.
For the purposes of:

267708999v .4
4
• Condition 6.1, the formula to be used for
calculating the Conversion Number, P is
0.99; and
• Condition 6.10(b), the Clearing System
Cut-off Date is 10 Busin ess D a ys p rior to
the Non-Viability Trigger Event Date.
4 Specified C u r re ncy:
(i) of denomination
(ii) of payment

:
:

Euro (“EUR”)
EUR
5 Aggregate Principal Amount of Tranche : EUR1,000,000,000
6 Aggregate Principal Amount of Series : EUR1,000,000,000
7
If interchangeable with existing Series,
Series No.
: Not applicable
8 Issue Date : 13 May 2021
9 Interest Commencement Date : Issue Date
10 Iss ue Price :
100 per cent. of the Aggregate Principal Amount
of Tranche
11 Maturity Date :
13 May 2031, subject to adjustment in
accordance with the Business Day Convention
specified at paragraph 21(vii)
12 Total Expenses related to admission to
trading
: Not applicable
13 Form of Subordinated Instruments: : Bearer

(i) Initially represented by a Temporary
Global Instrument or Permanent
Global Instrument
:
Temporary Global Instrument
(ii) Temporary Global Instrument
exchangeable for a Permanent
Global Instrument or for Definitive
Subordinated Ins truments
:
Yes. The Exchange Date shall be no earlier than
40 days after the Issue Date

267708999v .4
5
(iii) Specify date (if any) from which
exchanges for Registered
Subordinated Instruments will be
made:

Not applicable
(i v) Permanent Global Instrument
exchangeable at the option of the
bearer for Definitive Subordinated
Instruments
:
No. Permanent Global Instruments are only
exchangeable for Definitive Subordinated
Instruments in the limited circumstances set out
in Conditions 2.5(a) and (b)
(v) Talons for future Coupons to be
attached to Definitive Subordinated
Instruments
:
No
14 If issued in registered form: : Not applicable
15 Denomination :
EUR100,000 and integral multiples of EUR1,000
in excess thereof
16 Calculation Amount EUR1,000
17 Type of Subordinated Ins trument(s ) : Fixed Rate Reset Subordi nated Ins trumen ts
18 Interest :
0.766 per cent. per annum Fixed Rate subject to
reset to the Reset Rate
(further particulars specified below)
19 Change of interest basis :
Not applicable
20 Fixed Rate Subordinated Ins truments : Not applicable
21 Fixed Rate Reset Subordinated
Instruments Provisions
: Applicable
(i) Initial Rate of Interest : 0.766 per cent. per annum payable annually in
arrear for the period from (and including) the Issue
Date up to (but excluding) the Interest Payment
Date scheduled to fall on 13 May 2026 (the “Early
Redemption Date (Call)”).
(ii ) Fixed Rate Reset Date(s) : Early Redemption Date (Call)
(iii) Reset Rate(s) :
A fixed rate per annum equal to the sum of (i) the
Reset Reference Rate and (ii) the R eset
Reference Rate Spread, payable annually i n
arrear for the period from (and including) the
Early Redemption Date (Call)
up to (but
excluding) the Maturity Date.
(iv ) Reset Reference Rate : Mi d-Market Swap Rate

267708999v .4
6
- Mi d-Market Swap Rate : The arithmetic mean of the bid and offered rates
for the annual fixed leg (calculated on a 30/360
day count basis) of a fixed-for-floating euro
interes t rate swap transaction which: (i) has a term
of fi ve
years; (ii) is in an amount that is
representative of a single transaction in the
relevant market at the relevant time with an
acknowledged dealer of good credit in the swap
market; and (iii) has a floating leg based on a six-
month EURIBOR (calculated on an Actual/360
day count basis), appearing on the Relevant
Screen Page at the Reset Rate Time on the Reset
Determination Date, as deter
mined by the
Calculation Agent.
- Relevant Screen Page : Bloomberg page “EUAMDB05 Index” (or such
other page as may replace such page on that
service, or such other page as may be determined
by the Calculation Agent for purposes of
displaying comparable rates).
- Reset Reference Rate Spread :
1.05 per cent. per annum, being the difference
between the Initial Rate of Interest and the 5-year
EUR mid-market swap rate of - 0.284 per cent.
per annum determined at the time of pricing on 6
May 2021.
(v) Interest Payment Dates :
13 Ma y of each year commencing on 13 Ma y
2022
up to and including the Maturity Date,
subject to adjustment in accordance with the
Business Day Convention specified at paragraph
21(vii) below
(vi ) Interest Period End Date(s) :
13 Ma y of each year commencing on 13 Ma y
2022 up to and including 13 May 2031

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

Following Business Day Convention
No adjustment
Following Business Day Convention
No adjustment
(viii) Additional Business Centre(s) : New York, London and Sydney
For the avoidance of doubt, in addition to the
Additional Business Centres noted above,
TAR GE T Settlement Day is au tomaticall y i n cluded
as an Additional Business Centre for the purpose
of the definition of “Business Day” in Condition 1.1

267708999v .4
7
(ix) Fixed Coupon Amount up to (but
excluding) the Fixed Rate Reset
Date
: EUR7.66 pe r C a l cul ati on Am ount
(x) Broken Am ount(s) : Not applicable
(xi ) Day Count Fraction : Actual/Actual (ICMA)
(xii) Reset Determination Date(s) :
The second Reset Business Day immediately
preceding the Early Redemption Date (Call),
where “Reset Business Day” means a day on
which commercial banks and foreign exchange
markets settle payments and are open for general
business (including dealing in foreign exchange
and foreign currency deposits) and which is a
TARGET Settlement Day.
(xiii) Reset Rate Time : 11:00 a.m. (Frankfurt tim e)
22 Floating Rate Subordinated Instruments : Not applicable
23
Final Redemption Amount of each
Subordinated Instrument
: EUR1,000 per Calculation Amount
24
Early Redemption at the option of the
Issuer (Call)
:
Condition 8.3 is applicable, but only in respect of
the Interest Payment Date scheduled to fall on 13
May 2026
(i) Early Redemption Date (Call) : Interest Payment Date scheduled to fall on 13 Ma y
2026
(ii) Early Redemption Amount (Call) of
each Subordinated Instrument
: EUR1,000 per Calculation Amount
(iii) Series redeemable in part : The Issuer may redeem all or some Subordinated
Instruments at its discretion under Condition 8.3
(i v) Notice period(s) : As set out in Condition 8.7

(v) Specify any additional conditions to
exercise of the call option
: Not applicable
25 Early Redemption (Adverse Tax Event) Condition 8.4 is applicable
(i) Early Redemption Amount (Adverse
Tax Event) of each Subordinated
Instrument
: EUR1,000 per Calculation Amount
(ii) Series redeemable in part : Not applicable
(iii) Notice period(s) : As set out in Condition 8.7

267708999v .4
8
(i v) Specify any additional conditions to
exercise of option
: Not applicable
26 Early Redemption (Regulatory Event) Condition 8.5 is applicable

(i) Early Redemption Amount
(Regulatory Event) of each
Subordinated Ins trument
: EUR1,000 per Calculation Amount
(ii) Series redeemable in part : Not applicable
(iii) Notice period(s) : As set out in Condition 8.7
(i v) Specify any additional conditions to
exercise of option
: Not applicable
27 Early Termination (Event of Default) : Condition 11 is applicable
Early Termination Amount : EUR1,000 per Calculation Amount
28 Taxation : Condition 10.1 is applicable
29 Other terms and conditions : Not applicable
30 Lead Managers :
Barclays Capital Asia Limited, BNP Paribas,
HSBC Bank plc, Société Générale, UBS AG
London Branch, Westpac Banking Corporation
31 Relevant Dealers : Lead Managers
32 Paying Agent(s) : As set out in the Information Memorandum
33 Calculation Agent : Fiscal Agent
34 Notices : Condition 16 applies
35 U.S. selling restrictions :
Regulation S Category 2 restrictions apply to the
Subordinated Instruments
Not Rule 144A eligible
TEFRA D Rules apply to the Subordinated
Ins trum ents

W ESTPAC BANKING CORPORATION By:
Name:
Date: May 2021

WESTPAC BANKING CORPORATION
By:
[Signature page to Pricing Supplement]
Name: Alexander Bischoff, Head of Balance Sheet Management and Global Funding
Date: 11 May 2021

267708999v .4
9
Part B: Other Information
1. Listing : Yes. it is intended that the Subordinated
Instruments will be listed on the Australian
Securities Exchange’s wholesale Interest Rate
Securities Market.

2. Ratings :

3. Interests of natural and legal persons
involved in the issue
:
Save as discussed in the “Subscription and Sale”
section of the Information Memorandum, so far as
the Issuer is aware, no person involved in the offer
of the Subordinated Instruments has an interest

267708999v .4
10
material to the offer.
4. Reasons for the offer
Reasons for the offer and use of proceeds : The net proceeds of the issue of the Subordinated
Instruments will be used as described in Annex 2
to this Pricing Supplement.
5. Operational Information
(i) ISIN : XS2342206591
(ii) Common Code : 234220659
(iii) CFI : DTFUFB
(i v) FISN : WESTPAC BANKING/1EMTN 20310513
(v) Common Depository/Lodging Agent : The Bank of New York Mellon

(vi ) Any Clearing System other than
Euroclear and Clearstream,
Luxembourg
: Not applicable
(vii) CMU Service Ins trument Number: Not applicable
(viii) Settlement procedures
Customary medium term note settlement and
payment procedures apply
6. Other
(i) Dis tribution of Inform ation
Memorandum
: See pages 1 to 4 and the “Subscription and Sale”
section of the Information Memorandum
(ii) Other selling restrictions : See the “Subscription and Sale” section of the
Information Memorandum; and
Canada
In Canada, the Subordinated Ins truments may
only be sold in each of the provinces of C a nada,
other than Prince Edward Island, to purchasers
who are, or who are deemed to be (i) pu rchasing,
as principal,
in accordance with Canadian
securities laws, for investment only and not with a
view to resale or redistribution, (ii) accredited
investors, as defined in National Instrument 45-
106 Prospectus Exemptions or subsection 73.3(1)
of the Securities Act (Ontario), and (iii) permitted
clients, as defined in section 1.1 of N ati onal
Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations.

267708999v .4
11
Any resale of the Subordinated Ins truments must
be made in accordance with an exemption from,
or in a transaction not subject to, the prospectus
requirements of applicable securities laws.
Westpac Banking Corporation will not be
acting as an underwriter in connection with
any distribution of the securities described
herein in Canada.

(iii) Stabilisation Manager : Not applicable
(i v) Other amendments : Applicable
See Annex 1 and 2 to this Pricing Supplement. For
the avoidance of doubt:
(a) a failure by the Issuer to comply with the
Climate Bonds Standard;
(b) a failure by the Issuer to u s e an amount
equal to the net proceeds of the issue of
the Subordinated Instruments to finance
or refinance Nominated Projects;
(c) a failure by the Issuer to obtain and
provide annual reports from a third-pa rty
assurance provider or to provide periodic
impact reports; or
(d) any revision or withdrawal of any opinion,
assurance or certification of the
Subordinated Instruments or any periodic
report,

will not constitute an Event of Default under the
Conditions of the Subordinated Instrum ents or
require the early repayment of the Subordinated
Ins trum ents.

.

(v) Additional disclosure :
Please see Annex 1 and Annex 2 to this Pricing
Supplement.

267708999v .4
12
ANNEX 1 TO THE PRICING SUPPLEMENT
Financial information: incorporation by reference of Interim Financial Report
On 3 May 2021,
Westpac released its Interim Financial Report containing the unaudited consolidated
interim financial statements (including the auditor’s review report thereon and the notes thereto) as at
and for the six-month period ended 31 March 2021, as set out on pages 98 to 134 (inclusive) of the
Interim Financial Report. By virtue of this Pricing Supplement, pages 98 to 134 (inclusive) of the Interim
Financial Report are incorporated in and form part of this Pricing Supplement, and are thereby
incorporated in and form part of the Information Memorandum.
Any information in the Interim Financial Report which is not incorporated in and does not form part of
this Pricing Supplement and therefore is not incorporated in and does not form part of the Information
Memorandum is not relevant for investors or is contained elsewhere in the Information Memorandum.
Addition to Significant Developments
The Significant Developments set out on pages 170 – 181 of the Information Memorandum are, for
the purposes of the Subordinated Instruments, amended to include the following:
Westpac acknowledges ASIC proceedings
On 5 May 2021, Westpac acknowledged ASIC’s filing of civil proceedings alleging that
Westpac engaged in insider trading and unconscionable conduct, and had failed to comply
with its Australian Financial Services License obligations.
The allegations relate to interest rate hedging activity undertaken during the course of
Westpac’s involvement in the 2016 Ausgrid privatisation transaction.
Westpac takes these allegations very seriously and is considering its position having just
received the Originating Application and Concise Statement of Claim.
Additions to risk factors
The Risk Factor entitled “Certain strategic decisions may have adverse effects on Westpac's
business” shall be amended for the purposes of the Subordinated Instruments by the addition of the
following paragraph, at page 35 of the Information Memorandum, immediately prior to the paragraph
which reads “There are also risk s involved in failing to appropriately respond to changes in the
business environment (including changes related to economic, geopolitical, regulatory, technological,
environmental, social and competitive factors). This could have a range of adverse effects on Westpac,
such as being unable to increase or maintain mark et share and placing pressure on margins and
fees.”:
If the Westpac Group decides to pursue the demerger of its New Zealand business there is
a risk that the demerger does not proceed due to a range of factors including it not being
approved by shareholders, regulators or the Court and, if it did occur, a number or risks could
arise including that the combined market value of the two entities could be less than the
market value of Westpac before the demerger, a loss of diversification benefits, a loss of
customers, increased costs from separating the businesses, changes in regulatory capital
l e vels for both the Westpac Group and WNZL and it is likely that credit ratings for WNZL

267708999v .4
13
would be negatively impacted due to the removal of implicit financial support by the Westpac
Group which could increase borrowing costs and impact liquidity levels.
The Risk Factors set out on pages 15 – 57 of the Information Memorandum are, for the purposes of
the Subordinated Instruments, amended to include the following:
There can be no assurance by the Issuer or any Manager that the use of an amount
equal to the net proceeds of the i ssu e of the Subordinated Instruments will be suitable
for the investment criteria of an investor
Prospective investors in the Subordinated Instruments should refer to the information set forth
under Annex 2 to this Pricing Supplement and make such other investigation such investor
deems necessary in order to determine the suitability of an investment in the Subordinated
Instruments. The use of an amount equal to the net proceeds of the issue of the Subordinated
Ins truments, to finance or refinance any Nominated Projects (as defined in Annex 2 to this
Pricing Supplement) may not satisfy, either in whole or in part, any present or future investor
expectations or requirements with respect to any investment criteria or guidelines with which
that investor or its investments are required to comply, whether by any present or future
applicable law or regulation or by its own governing documents or investment portfolio
mandates, in particular with regard to any direct or indirect environmental, sustainability or
social impact of any projects or uses, that are the subject of or related to the relevant
Nominated Projects. Furthermore, there is currently no clear definition (legal, regulatory or
otherwise) of, or market consensus as to what constitutes, a “green”, “environmentally
sustainable”, “social”, “ climate change solution” or equivalently-labelled project or as to the
attributes that are required for a particular project to be defined as such. A clear definition or
consensus may not develop over time. The Issuer has a Green Bond Framework relating to
its commitment to invest in “climate change solutions” and equivalently-labelled projects,
however, the Issuer may revise or terminate that framework at any time. Accordingly, projects
or uses that are the subject of, or related to, any of the Nominated Projects may not meet any
or all investor expectations with respect to “green”, “environmentally sustainable”, “social”,
“climate change solution” or other equivalently-labelled performance objectives. Adverse
environmental, social and/or other impacts may occur during the implementation of the
projects or uses that are the subject of, or related to, any Nominated Projects or the projects
or uses may become controversial or criticised by activist groups or other stakeholders.
Pending allocation of the net proceeds of the issue of the Subordinated Instruments to finance
or refinance, in whole or in part, one or more Nominated Projects, or in the event that the value
of all available Nominated Projects falls below the amount of the net proceeds of all Green
Bonds on issue, including the issue of the Subordinated Instruments, the Issuer will invest an
amount equal to the balance of those net proceeds in investment instruments that are c ash or
cash equivalent instruments. The investment of those net proceeds may not satisfy, either in
whole or in part, any present or future investor expectations or requirements with respect to
any investment criteria or guidelines with which that investor or its investments are required
to comply, whether by any present or future applicable law or regulation or by its own
governing documents or investment portfolio mandates.
The Subordinated Instruments may not comply, or continue to comply, with the Climate
Bonds Standard and the Issuer has no contractual obligation to the Holders of any
Subordinated Instruments to maintain such compliance

267708999v .4
14
No assurance or representation can be given by the Issuer or any Manager as to the ability of
the Subordinated Instruments to comply, or to continue to comply, with the Climate Bonds
Standard (as described in Annex 2 to this Pricing Supplement) (including in circumstances
where the Issuer is unable to find any Nominated Projects or the dollar value of all available
Nominated Projects falls below the amount of the net proceeds of all Green Bonds on issue,
including the issue of the Subordinated Instruments), or as to the suitability or reliability of any
report provided by a third-party assurance provider. In addition, although Climate Bonds
Standard (version 3.0) aligns with the 2018 update of the Green Bond Principles published by
the International Capital Markets Association, the Climate Bonds Standard may not align with
any subsequent updates of the Green Bond Principles.
Furthermore, the Issuer is not contractually obliged to the Holders of the Subordinated
Instruments to use an amount equal to the net proceeds of the issue of the Subordinated
Instruments, to finance or refinance, in whole or in part, one or more Nominated Projects or to
comply with the Climate Bonds Standard, nor is it under any contractual obligation to obtain
or provide annual reports from a third-party assurance provider or to provide periodic impact
reports as described in Annex 2 to this Pricing Supplement. A failure by the Issuer to comply
with the Climate Bonds Standard, including a failure by the Issuer to use an amount equal to
the net proceeds of the issue of the Subordinated Instruments, to finance or refinance
Nominated Projects, a failure by the Issuer to obtain and provide annual reports from a third-
party assurance provider or to provide periodic impact reports or any revision or withdrawal of
any opinion, assurance or certification of the Subordinated Instruments or any periodic report
will not constitute an Event of Default under the Conditions of the Subordinated Instruments
or require early repayment of the Subordinated Instruments. Any such failure may have an
adverse effect on the value of the Subordinated Instruments or result in adverse
consequences for investors, particularly those investors with portfolio mandates to invest in
instruments the proceeds of which are to be used for a particular purpose.

267708999v .4
15
ANNEX 2 TO THE PRICING SUPPLEMENT
The Use of Proceeds section set out on page 164 of the Information Memorandum is, for the purposes
of the Subordinated Instruments, deleted and replaced with the following:
“The Issuer expects to use the net proceeds of the issue of the Subordinated Ins truments, to finance
or refinance, in whole or in part, Nominated Projects (as defined below) that meet the process for
evaluation and selection in accordance with the Issuer's “Westpac Green Bond Framework” dated

May 2021 and that fall into investment areas set forth in the Climate Bonds Standard. Such
Subordinated Instruments may also be referred to as “Green Bonds”.
Eligible Projects and Assets
Only bonds, including the Subordinated Instruments, the net proceeds of which are used to finance or
refinance, in whole or in part, projects and assets that qualify “Eligible Projects and Assets” under the
terms of the Climate Bonds Standard (as described below), can be referred to as Green Bonds.
The Climate Bonds Initiative (the “CBI”) is an international not-for -profit organisation which was
launched in December 2009. As part of its stated aim to promote large-scale investments that will
deliver a global low-carbon economy, CBI developed eligibility criteria for certain bonds known as the
Climate Bonds Standard.
“Eligible Projects and Assets” are projects or physical assets, or indebtedness incurred to finance
such projects or physical assets that contribute to the delivery of a low-carbon economy and satisfy
the prescribed eligibility criteria within the terms of the Climate Bonds Standard and Sector E ligibility
Criteria published by the CBI. The Eligible Projects and Assets with which the Subordinated
Instruments are associated, are defined as the “Nominated Projects”. These Nominated P roj ects are
determined by the Issuer (in its absolute discretion). The Nominated Projects as at 30 September 2020
are detailed in the Issuer’s Green Bond Impact Report dated May 2021 (the “Impact Report”).
Eligible Projects and Assets, as at the date of this Pricing Supplement, are aligned to the Green Bond
Principles categories below:
SDG
Alignment
Green Bond Principles Category and Corresponding Eligibility
Criteria
Renewable energy and energy efficiency


 Construction, operation and maintenance of renewable energy, including
solar, wind and hydropower.
1

 Construction, operation and maintenance of transmission lines, smart grids
and energy storage systems and facilities.
Clean transportation


 Construction, operation and maintenance of clean transportation
infrastructure and assets, including public transportation rolling stock (light
passenger rail and electrified buses), networks
and stations.
 Improvements, upgrades and expansion of clean transportation
infrastructure.
Green buildings


 Construction or operation of energy efficient commercial buildings with
minimum 5-star NABERS rating or equivalent under other national or
international energy performance rating agency.
2


1

Limited to maximum capacity of 25MW
2

For green bond certification requirement under the CBI Standard, the requirement is for the building to be below the city
emissions performance benchmark. This emission footprint baseline of the city represents the top 15% for carbon intensity
(kg CO 2-e/m2).

267708999v .4
16
 Retrofit and renovation of commercial buildings with the purpose of
improved energy efficiency (eg. LED lighting, thermal insulation, heating
and cooling systems) that result in at least 30% energy efficiency savings.
 Construction of new or refurbished residential properties that meet the
Climate Bonds Standard criteria for Australian low carbon residential
buildings.
3

Sustainable water and waste water management



 Construction, operation and maintenance of sustainable water treatment
infrastructure, including clean drinking water and waste treatment systems.
 Activities which improve water quality, distribution efficiency and
conservation, including engineered water infrastructure for flood defence
and drought resilience.
Pollution prevention and control


 Construction, operation and maintenance of sustainable waste
management and prevention including recycling for metals, plastic and
paper or composting, source reduction and treatment to divert waste from
landfill.
Environmentally sustainable management of living natural resources and land use


 Management and operation of plantation and natural forests as certified
under the Forest Stewardship Council (FSC) framework.
 Production facilities incorporating efficient pulping processes.

In addition, the Green Bond Principles are a set of voluntary guidelines published by the International
Capital Markets Association for the issuance of green bonds. The Green Bond Principles are
coordinated by a committee of issuers, investors and intermediaries in the green bond market and are
intended to promote integrity in the green bond market through guidelines that recommend
transparency, disclosure and reporting. The Green Bond Principles have four components: (i) use of
proceeds for qualifying projects with environmentally sustainable benefits, (ii) disclosure and use of a
process for project evaluation and selection, (iii) management of proceeds through a formal process
to ensure they are allocated to qualifying projects and (iv) reporting on the allocation of such proceeds,
including on the projects for which funds have been used and their expected environmental impact.
The latest version of the Climate Bonds Standard (version 3.0) aligns with the 2018 update of the
Green Bond Principles.
Project Evaluation and Selection
The Nominated Projects are identified and selected via a Sustainable Finance Working Group,
comprised of participants from various functional areas within the Issuer including the Corporate and
Institutional Bank group, Sustainable Finance group and Group Treasury. The Sustainable Finance
Working Group evaluates and determines project eligibility against the prescribed eligibility criteria
under the terms of the Climate Bonds Standard.
Management of Proceeds
The Issuer intends to use an amount equal to the net proceeds of the issue of the Subordinated
Instruments to finance or refinance, in whole or in part, the Nominated Projects. For so long as the
Subordinated Instruments are outstanding, the Issuer’s internal records will show an amount equal to
the net proceeds of the issue of the Subordinated Instruments as allocated to the assets that the Issuer
classifies as Nominated Projects.
Pending allocation of an amount equal to the net proceeds of the issue of the Subordinated
Instruments to finance or refinance, in whole or in part, the Nominated Projects, or in the event that

3
The residential buildings criteria leverage local building codes and energy ratings/labels as a proxy for the carbon emissions
performance of the top 15% of residential buildings in a city

267708999v .4
17
the value of all available Nominated Projects falls below the amount of the net proceeds of all Green
Bonds on issue, including the issue of the Subordinated Instruments, the Issuer will invest an amount
equal to the balance of such net proceeds in investment instruments that are cash or cash equivalent
instruments.
Payment of principal and interest on the Subordinated Instruments will be made from the Issuer’s
general funds and will not be directly linked to the performance of the Nominated Projects.
The Issuer will review and update at least on a quarterly basis, the Nominated Projects to which an
amount equal to the net proceeds of the issue of the Subordinated Instruments, is allocated. Any
proceeds allocated to projects that have been sold, prepaid, amortised or otherwise become ineligible
shall be reallocated to other Nominated Projects.
Documents Available
Subject to applicable law, copies of the Green Bond Framework,
Impact Report and third-party
assurance provider’s independent reasonable assurance report (subject to any applicable consent
and confidentiality requirements) and periodic progress reports prepared by the Issuer may be
obtained from the Issuer’s website, at
https://www.westpac.com.au/about-westpac/investor-
centre/fixed-income-investors/green-bonds/. None of these documents or the contents of such
website are incorporated into, or form part of, either this Pricing Supplement or the Information
Memorandum.
Reporting
For so long as the Subordinated Instruments remain outstanding, the Issuer will retain a CBI-approved
third-party assurance provider to perform an assurance engagement in relation to the compliance of
its Green Bond Program, including the Subordinated Instruments, as at the relevant balance date with
the requirements of the Climate Bonds Standard and Sector Eligibility Criteria published by CBI.
Subject to the outcome of the assurance engagement, the third-party assurance provider will prepare
reports, on an annual basis, that will provide a reasonable assurance opinion on the matters referred
to above. The assurance engagement will be conducted in accordance with the Climate Bonds
Standard, as well as the Australian Standard on Assurance Engagements (ASAE3000) A ss urance
Engagements Other than Audits or Reviews of Historical Financial Information and the Australian
Standard on Assurance Engagements (ASAE 3100) Compliance Engagements issued by the Auditing
and Assurance Standards Board. The reports of the third-party assurance provider will be prepared
solely to comply with those Australian standards and not the standards or practices of any jurisdictions
outside Australia, including the United States of America.
Further, for so long as any Subordinated Instruments remain outstanding, the Issuer intends to provide
Holders of Subordinated Instruments with periodic reports, at least on an annual basis, on the use of
proceeds and expected environmental impact of each category of the Nominated Projects.
To the extent that reports of the third-party assurance provider or periodic impact reports are published
on the Issuer’s website, they (together with any other information included on the Issuer’s websi t e) are
not, and should not be deemed to be, a part of the Information Memorandum or this P ri c ing
Supplement. In addition, the Climate Bond Standard is not, and should not be deemed to be, a part of
the Information Memorandum or this Pricing Supplement.
Details of actual Nominated Projects with which Subordinated Instruments may be associated at any
given time may be subject to obligations of confidentiality that would preclude the Issuer from
disclosing t hos e details to Holders of the Subordinated Instruments. Investors should further note that
the Issuer may, at any time and from time to time, change the composition of its Nominated Projects.
Additional Nominated Projects may be added to, or used to substitute or replenish, the portfolio of
Nominated Projects.”