Westpac Capital Notes 8 Prospectus

ASX Release


17 August 2021

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Prospectus for the Westpac Capital Notes 8

Westpac Banking Corporation today lodged with the ASX and the Australian Securities and
Investments Commission a prospectus for Westpac Capital Notes 8 (WCN 8), including
information on the Reinvestment Offer. A copy of the prospectus is attached.


For further information:

David Lording Andrew Bowden
Group Head of Media Relations Head of Investor Relations
0419 683 411 0438 284 863


This document has been authorised for release by Tim Hartin, General Manager & Company
Secretary.

Disclaimer

This announcement does not constitute an offer in any place in which, or to any person to
whom, it would not be lawful to make such an offer. In particular, this announcement does
not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United
States or to, or for the account or benefit of, any U.S. person (as defined in Regulation S
under the U.S. Securities Act of 1933) (U.S. Person). WCN 8 are being offered in Australia
only and will not be offered or sold in the United States or to, or for the account or benefit of,
any U.S. Person.
Level 18, 275 Kent Street
Sydney, NSW, 2000

Westpac
Capital Notes 8
Prospectus and
Westpac Capital Notes 4
Reinvestment Offer Information
Arranger
Westpac Institutional Bank
Issuer
Westpac Banking Corporation
ABN 33 007 457 141
Joint Lead Managers
Westpac Institutional Bank
ANZ Securities Limited
Citigroup Global Markets Australia Pty Limited
Commonwealth Bank of Australia
Morgans Financial Limited
National Australia Bank Limited
Ord Minnett Limited
Shaw and Partners Limited
Date of this Prospectus
17 August 2021
Co-Managers
Bell Potter Securities Limited
Crestone Wealth
Management Limited
CAUTION – Westpac Capital Notes 8 are not deposit liabilities of Westpac, are riskier than bank deposits and may not be suitable for some investors. Their complexity may
make them difficult to understand and the risks associated with the Notes could result in the loss of all of your investment. If you do not fully understand how they work or
the risks associated with them, you should obtain professional advice.

Important notices
About this Prospectus
This Prospectus relates to the offer of Westpac Capital Notes 8 (“Notes”) at
an Issue Price of $100 each to raise approximately $1.0 billion with the ability
to raise more or less.
The Westpac Capital Notes 8 offered under this Prospectus are designated as
Series 2021-1.
This Prospectus is dated 17 August 2021 and was lodged with the Australian
Securities and Investments Commission (“ASIC”) on that date. ASIC and ASX
Limited (“ASX”) take no responsibility for the content of this Prospectus
nor for the merits of the investment to which this Prospectus relates. This
Prospectus expires on the date which is 13 months after the date of this
Prospectus (“Expiry Date”) and no Notes will be issued or transferred on the
basis of this Prospectus after the Expiry Date.
Status of Westpac Capital Notes 8
Westpac Capital Notes 8 are fully paid, non-cumulative, convertible,
transferable, redeemable, subordinated
1
, perpetual, unsecured notes issued by
Westpac.
The Notes are not deposit liabilities or protected accounts of Westpac
for the purposes of the Banking Act or Financial Claims Scheme and are
not subject to the depositor protection provisions of Australian banking
legislation (including the Australian Government guarantee of certain bank
deposits).
Investment-type products are subject to investment risk, including possible
delays in payment and loss of income and principal invested. Except as
required by law, and only to the extent so required, neither Westpac nor
any other person in any way warrants or guarantees the capital value or
performance of the Notes, the performance of Westpac or any particular
rate of return on any investment made under this Prospectus. If a Capital
Trigger Event or Non-Viability Trigger Event occurs, Westpac will be required
to Convert some or all of the Notes (or, where Conversion does not occur
for any reason and Ordinary Shares are not issued for any reason by 5.00pm
on the fifth Business Day after the Capital Trigger Event Conversion Date
or Non-Viability Trigger Event Conversion Date (as the case may be), then:
(i) those Notes will not be Converted in respect of such Capital Trigger
Event or Non-Viability Trigger Event (as the case may be) and will not be
Converted, Redeemed or Transferred on any subsequent date; (ii) all rights in
relation to those Notes will be terminated immediately on the Capital Trigger
Event Conversion Date or Non-Viability Trigger Event Conversion Date
(as the case may be); and (iii) Holders will suffer loss as a consequence).
If Conversion occurs in these circumstances, Holders may (in the case of a
Capital Trigger Event) and are likely to (in the case of a Non-Viability Trigger
Event) receive Ordinary Shares that are worth significantly less than the Face
Value of the Notes. If Holders receive Ordinary Shares worth less than the
Face Value of the Notes, they will suffer loss as a consequence.
Defined words and expressions
Some words and expressions used in this Prospectus are capitalised as
they have defined meanings. The Glossary in Appendix A and clause 16.2 of
the Westpac Capital Notes 8 Terms in Appendix B define these words and
expressions.
A reference to time in this Prospectus is to Sydney time, unless otherwise
stated. A reference to $, A$, dollars and cents is to Australian currency, unless
otherwise stated.
No representations other than in this Prospectus
You should rely only on information in this Prospectus. No person is
authorised to provide any information or to make any representations in
connection with the Offer which are not contained in this Prospectus. Any
information or representations not contained in this Prospectus may not be
relied upon as having been authorised by Westpac in connection with the
Offer.
Past performance information
The financial information provided in this Prospectus is for information
purposes only and is not a forecast of operating results to be expected
in future periods. Past performance is not a reliable indication of future
performance.
This Prospectus does not provide investment advice – you should seek your
own professional investment advice.
The information in this Prospectus is not investment advice and has
been prepared without taking into account your investment objectives,
financial situation and particular needs (including financial and taxation
considerations) as an investor. You should consider the appropriateness
of the Notes having regard to these factors before deciding to apply for
any Notes. It is important that you read the entire Prospectus (including
the investment risks described in Sections 1.5 and 5) and seek professional
investment advice from your financial adviser or other professional adviser
before deciding whether to apply for any Notes.
Except for any liability which cannot be excluded by law, each Joint Lead
Manager and its respective directors, officers, employees and advisers
expressly disclaims and does not accept any liability for the contents of this
Prospectus, the Notes or the Offer.
This Prospectus also contains information in relation to (amongst other
things) the Reinvestment Offer. Neither Westpac nor any other person is
providing any investment advice or making any recommendation to Eligible
Westpac Capital Notes 4 Holders in respect of the Reinvestment Offer.
Restrictions in foreign jurisdictions
This Offer is being made in Australia only and this Prospectus does not
constitute an offer in any jurisdiction in which, or to any person to whom,
it would not be lawful to make such an offer. No action has been taken to
register or qualify the Notes or the Offer or to otherwise permit a public
offering of the Notes in any jurisdiction outside Australia. The distribution
of this Prospectus (including an electronic copy) in jurisdictions outside
Australia may be restricted by law.
You should read the foreign selling restrictions (including, in particular, the
restrictions in the United States and on US Persons) in Section 7.13. If you
come into possession of this Prospectus in jurisdictions outside Australia,
you should seek advice on, and observe, any such restrictions. If you fail
to comply with such restrictions that failure may constitute a violation of
applicable securities laws.
Exposure period
The Corporations Act prohibits the acceptance of Applications during the
seven day period after the date this Prospectus was lodged with ASIC. This
period is referred to as the “exposure period” and ASIC may extend this
period by up to a further seven days (that is up to 14 days in total). The
purpose of the exposure period is to enable this Prospectus to be examined
by market participants before the Opening Date.
How to access a Prospectus and Apply
The Prospectus will be available via the Offer website at
westpac.com.au/westpaccapnotes8.
During the Offer Period:
• Eligible Westpac Capital Notes 4 Holders may apply for Notes by
following the Reinvestment Application instructions via the Offer website
at westpac.com.au/westpaccapnotes8;
• Eligible Securityholders may apply for Notes by following the
Securityholder Application instructions via the Offer website at
westpac.com.au/westpaccapnotes8; and
• Broker Firm Applicants can access a copy of this Prospectus, by
downloading an electronic copy at westpac.com.au/westpaccapnotes8
or from their Syndicate Broker.
The Prospectus is only available electronically to persons accessing
and downloading it in Australia. If you access an electronic copy of this
Prospectus, you should ensure that you download and read the entire
Prospectus.
For information on who is eligible to apply for any Notes under the Offer and
how to make an Application – see Section 8 and the online Reinvestment
Application instructions, online Securityholder Application instructions or
contact your Syndicate Broker (as applicable).
No withdrawal of Application
You cannot withdraw your Application once it has been lodged, except as
permitted under the Corporations Act.
Refunds
If you are Allocated less than the number of Notes that you applied for, you
will receive a refund as soon as possible after the Issue Date. If the Offer does
not proceed, any Application Payment you have made will be refunded to
you. No interest will be payable on Application Payments.
Trading in Westpac Capital Notes 8
It is your responsibility to determine your Allocation before trading in Notes
to avoid the risk of selling Notes you do not own. To assist you in determining
your Allocation before the receipt of your Holding Statement, you may call
the Westpac Capital Notes 8 Information Line (Monday to Friday, 8.30am to
7.30pm, Sydney time) on 1300 660 106 (in Australia) and +61 1300 660 106
(outside Australia) if you are an Eligible Securityholder, or contact your
Syndicate Broker if you are a Broker Firm Applicant. If you sell Notes before
you receive confirmation of your Allocation, you do so at your own risk.
Providing personal information
You will be asked to provide personal information to Westpac (directly or via
its agents, including the Registrar) if you apply for any Notes. See Section 7.14
for information on how Westpac (and its agents, including the Registrar on its
behalf) collects, holds and uses this personal information. You can also obtain
a copy of Westpac’s privacy policy at westpac.com.au/privacy.
Incorporation by reference
Information contained in or accessible through the documents or websites
mentioned in this Prospectus does not form part of this Prospectus unless
it is specifically stated that the document or website is incorporated by
reference and forms part of this Prospectus.
Note:
1. See Sections 1.4 and 2.7 for a description of how the Notes will rank in a Winding Up.

1
3
8
5
APPENDIX B
2
7
4
APPENDIX A
6
1WESTPAC CAPITAL NOTES 8
Table of contents
Important noticesInside front cover
Guidance for retail investors2
Key dates3
1. Investment overview4
2. Information about Westpac Capital Notes 818
3. Reinvestment Offer for Westpac Capital Notes 437
4. About Westpac44
5. Investment risks53
6. Australian tax summary75
7. Other information81
8. Applying for Westpac Capital Notes 889
Appendix A – Glossary95
Appendix B – Westpac Capital Notes 8 Terms107
Corporate DirectoryInside back cover

2WESTPAC CAPITAL NOTES 8
Guidance for retail investors
1. Read this
Prospectus in
full
• If you are considering applying for any Notes under the Offer, this Prospectus is
important and should be read in its entirety (including the “Westpac Capital Notes 8
Terms” in Appendix B).
• You should have particular regard to the:
–“Investment overview” in Section 1;
–“Information about Westpac Capital Notes 8” in Section 2;
–“Reinvestment Offer for Westpac Capital Notes 4” in Section 3; and
–“Investment risks” in Section 5.
• In considering whether to apply for any Notes, it is important to consider all risks
and other information regarding an investment in the Notes in light of your particular
investment objectives and circumstances.
• Westpac Capital Notes 8 are not deposit liabilities of Westpac, are riskier than bank
deposits and may not be suitable for some investors. Their complexity may make them
difficult to understand and the risks associated with the Notes could result in the loss
of all of your investment. If you do not fully understand how they work or the risks
associated with them, you should obtain professional advice.
2. Speak to your
professional
adviser
• You should seek professional advice from your stockbroker, solicitor, accountant or
other independent and qualified professional adviser about the Offer.
• ASIC has published guidance on how to choose a professional adviser on its
MoneySmart website. You can also search ‘choosing a financial adviser’ at
moneysmart.gov.au.
3. Consider
the ASIC
guidance
for retail
investors
• Further guidance on investing in bank hybrid securities can be found on ASIC’s
MoneySmart website. You can find this guidance by searching “hybrid securities” at
moneysmart.gov.au or via a link at westpac.com.au/westpaccapnotes8. The guidance
includes a series of questions you should ask before you invest in hybrid securities to
check your understanding of how hybrids work, their features and risks.
4. Learn more
about
investing in
bank hybrid
securities
• Westpac’s Guide to Bank Hybrids, a web-based guide to help investors understand
some of the typical features and risks associated with an investment in bank hybrid
securities, is available at westpac.com.au/bankhybridguide. The Guide to Bank Hybrids
provides a brief overview of hybrid investments, including how to invest in an Australian
bank and the typical features and risks of different types of bank hybrids. The Guide to
Bank Hybrids may be helpful when you are considering an investment in the Notes.
5. Obtain further
information
about
Westpac and
Westpac
Capital
Notes 8
• Westpac is a disclosing entity for the purposes of the Corporations Act and, as a
result, is subject to regular reporting and disclosure obligations under the Corporations
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
securities, including the Notes.
• Copies of documents lodged with ASIC can be obtained from, or inspected at, an ASIC
office and Westpac’s ASX announcements may be viewed at asx.com.au (ASX code
WBC). Further information about Westpac, including Westpac’s half-yearly and annual
financial reports, presentations and other investor information, can be obtained from
westpac.com.au/investorcentre.
6. Use of
franking
credits
• The value and availability of franking credits to you will depend on your particular
circumstances and the tax rules that apply at the time of each Distribution.
7. Enquiries• If you have any questions in relation to the Offer, please call the Westpac Capital
Notes 8 Information Line (Monday to Friday, 8.30am to 7.30pm, Sydney time) on
1300 660 106 (in Australia) and +61 1300 660 106 (outside Australia) (local call cost
within Australia) or contact your financial adviser or other professional adviser.

1
3
8
5
APPENDIX B
2
7
4
APPENDIX A
6
3WESTPAC CAPITAL NOTES 8
Key dates
Key dates for the Offer
Record date for determining Eligible Securityholders (7.00pm Sydney time)10 August 2021
Announcement of the Offer and lodgement of this Prospectus with ASIC17 August 2021
Bookbuild period commences17 August 2021
Announcement of the Margin24 August 2021
Lodgement of replacement Prospectus with ASIC25 August 2021
Opening Date25 August 2021
Closing Date for the Securityholder Offer (6.00pm Sydney time)9 September 2021
Closing Date for the Broker Firm Offer (6.00pm Sydney time)9 September 2021
Issue Date of Notes15 September 2021
Commencement of normal settlement trading16 September 2021
Holding Statements dispatched by17 September 2021
Key dates for Westpac Capital Notes 8
Record Date for first Distribution 13 December 2021
First Distribution Payment Date
1
21 December 2021
Option for Westpac to Convert
2
, Redeem
3
or Transfer the Notes 21 September 2029
21 December 2029
21 March 2030
21 June 2030
Scheduled Conversion Date
4
21 June 2032
Key dates for the Reinvestment Offer
Reinvestment Offer Record Date for determining Eligible Westpac Capital Notes 4 Holders
(7.00pm Sydney time)
10 August 2021
Opening Date for the Reinvestment Offer25 August 2021
Record date for First Pro-Rata Westpac Capital Notes 4 Distribution (7.00pm Sydney time)7 September 2021
Closing Date for the Reinvestment Offer (6.00pm Sydney time)9 September 2021
Expected date of transfer of Participating Westpac Capital Notes 4 to Westpac Capital
Notes 4 Nominated Party
15 September 2021
Issue Date of Notes for the Reinvestment Offer15 September 2021
Payment date for First Pro-Rata Westpac Capital Notes 4 Distribution
5
15 September 2021
Key dates for the Non-Participating Westpac Capital Notes 4
Record date for First Pro-Rata Westpac Capital Notes 4 Distribution (7.00pm Sydney time)7 September 2021
Payment date for First Pro-Rata Westpac Capital Notes 4 Distribution
5
15 September 2021
Record date for Second Pro-Rata Westpac Capital Notes 4 Distribution (7.00pm Sydney time)22 September 2021
Payment date for Second Pro-Rata Westpac Capital Notes 4 Distribution
5
30 September 2021
Last day of trading in Westpac Capital Notes 48 December 2021
Record date for intended Final Westpac Capital Notes 4 Distribution on Non-Participating
Westpac Capital Notes 4 (7.00pm Sydney time)
10 December 2021
Payment date for intended Final Westpac Capital Notes 4 Distribution
5
on Non-Participating
Westpac Capital Notes 4
20 December 2021
Expected date of redemption of Non-Participating Westpac Capital Notes 420 December 2021
Dates may change
These dates are indicative only and may change. Westpac and the Joint Lead Managers may, in their absolute
discretion, close the Offer early or extend the Offer Period without notice. Westpac may also withdraw the Offer at
any time before Notes are issued. Accordingly, if you wish to apply for any Notes, you are encouraged to do so as
soon as possible after the Opening Date.
Except as otherwise specified in the Westpac Capital Notes 8 Terms, if any of these dates are not Business Days
and an event under the Westpac Capital Notes 8 Terms is stipulated to occur on that day, then the event will occur
on the next Business Day.
Note:
1. Distributions are payable quarterly, subject to satisfaction of the Distribution Payment Conditions – see Section 2.1.9.
2. Subject to satisfaction of the Optional Conversion Restriction – see Section 2.4.2.
3. There can be no certainty that APRA will provide its prior written approval for any such Redemption.
4. Conversion of the Notes to Ordinary Shares on this date is subject to satisfaction of the Scheduled Conversion Conditions – see Section 2.2.3.
5. Subject to satisfaction of the distribution payment conditions in the Westpac Capital Notes 4 Terms.

Investment
overview
CAUTION – Westpac Capital Notes 8 are not deposit liabilities of Westpac, are riskier than bank deposits and may not be suitable
for some investors. Their complexity may make them difficult to understand and the risks associated with the Notes could result in
the loss of all of your investment. If you do not fully understand how they work or the risks associated with them, you should obtain
professional advice.
SECTION 1
This Section sets out:
1.1 Key features of the Offer and Westpac Capital Notes 8
1.2 Summary of the Distributions payable on Westpac Capital Notes 8
1.3 Summary of certain events which may affect what Holders of Westpac Capital Notes 8 receive
and when they receive it
1.4 Ranking of Westpac Capital Notes 8 in a Winding Up
1.5 Key risks associated with an investment in Westpac Capital Notes 8 and Westpac
1.6 Comparison of the Westpac Capital Notes 8 with certain other Westpac investments or products
1.7 Structure of the Offer and how to apply for Westpac Capital Notes 8
4WESTPAC CAPITAL NOTES 8

1
6
3
8
5
APPENDIX B
2
7
4
APPENDIX A
5WESTPAC CAPITAL NOTES 8
SECTION 1 Investment overview
1.1 Key features of the Offer and Westpac Capital Notes 8
TopicSummaryFurther information
1.1.1 The OfferThe Offer is for the issue of Westpac Capital Notes 8 to
raise approximately $1.0 billion, with the ability to raise more
or less. The Offer includes the Reinvestment Offer, which is
a priority offer to Eligible Westpac Capital Notes 4 Holders
to reinvest all or some of their Westpac Capital Notes 4 in
the Westpac Capital Notes 8.
Sections 2, 3 and 8
1.1.2 The issuerWestpac Banking Corporation
ABN 33 007 457 141.
Section 4
1.1.3 Key features
of Westpac
Capital Notes 8
Westpac Capital Notes 8 are:
• fully paid – the Issue Price ($100 per Note, which will also
be the Initial Face Value of the Note) must be paid to
Westpac before the Notes are issued;
• non-cumulative – they offer Distributions which
are discretionary and unpaid Distributions do not
accumulate. Holders will not have any right to
compensation if Westpac does not pay a Distribution;
• convertible – in certain circumstances, Westpac will be
required or permitted to Convert the Notes into Ordinary
Shares;
• redeemable and transferable – in certain circumstances,
Westpac may be permitted to repay the Face Value
(initially $100 per Note) of the Notes to Holders or
transfer the Notes to a third party (but there are
significant restrictions on repayment of the Notes);
• perpetual – they do not have a fixed maturity date and
could exist indefinitely if not Redeemed, Converted or
Transferred (in which case you would not receive your
capital back, although you may sell your Notes on ASX
at the prevailing market price to realise your investment.
However, that price may be less than the Face Value
(initially $100 per Note) and there may be no liquid
market in the Notes);
• unsecured – they are not guaranteed nor are they
deposit liabilities or protected accounts of Westpac
under the Banking Act or Financial Claims Scheme
and they are not subject to the depositor protection
provisions of Australian banking legislation;
• subject to a Capital Trigger Event and Non-Viability
Trigger Event – where such an event occurs (which
includes where Westpac suffers significant losses), some
or all of the Notes must be Converted into Ordinary
Shares or, if Conversion does not occur for any reason
and Ordinary Shares are not issued for any reason by
5.00pm on the fifth Business Day after the Capital
Trigger Event Conversion Date or Non-Viability Trigger
Event Conversion Date (as the case may be), the rights
of Holders attaching to those Notes will be terminated
immediately on the Capital Trigger Event Conversion
Date or Non-Viability Trigger Event Conversion Date (as
the case may be), and Holders will lose all the value of
their investment in those Notes and they will not receive
any compensation or unpaid Distributions;
• subordinated – in the event of a Winding Up, if the
Notes are still on issue and have not been Redeemed
or Converted, or otherwise had the rights attaching to
them terminated, they will rank ahead of Ordinary Shares,
equally among themselves and with Equal Ranking Capital
Securities and behind Senior Creditors. However, it is likely
that a Capital Trigger Event or Non-Viability Trigger Event
would occur prior to a Winding Up and the Notes would
have been Converted into Ordinary Shares or otherwise
had the rights attaching to them terminated; and
Section 2
Westpac Capital
Notes 8 Terms

6WESTPAC CAPITAL NOTES 8
SECTION 1 Investment overview
Note:
1. The Tax Rate is 30% (or 0.30 expressed as a decimal) as at the date of this Prospectus but that rate may change.
2. The Westpac Capital Notes 8 Terms do not include any events of default.
TopicSummaryFurther information
• listed – Westpac will apply for the Notes to be quoted on
ASX and the Notes are expected to trade on ASX under
the code WBCPK.
The Westpac Capital Notes 8 Terms are complex and derive
from the detailed capital requirements that APRA applies to
these instruments. Westpac’s ability to pay Distributions or
to Convert or Redeem the Notes is subject to a number of
restrictions, including APRA not objecting to the Distributions
and APRA giving prior written approval to a Redemption.
1.1.4 Use of
proceeds of
the Westpac
Capital Notes 8
Westpac is issuing the Notes to raise regulatory capital
which satisfies the regulatory capital requirements of APRA.
The proceeds received under the Offer will be used by
Westpac for general business purposes.
Sections 4.1.5 and
4.2.1
1.2 Summary of the Distributions payable on Westpac Capital Notes 8
TopicSummaryFurther information
1.2.1 Distributions
payable on
Westpac
Capital Notes 8
The Notes offer Holders quarterly, floating rate Distributions
until the Notes are Converted at their full Face Value (or
terminated following a failure to Convert) or Redeemed.
The Distribution Payment Dates are quarterly, being
21 March, 21 June, 21 September and 21 December of each
year. The first Distribution is scheduled to be paid on
21 December 2021.
The Distribution Rate is determined in accordance with the
following formula:
(3 month BBSW Rate + Margin) x (1 – Tax Rate
1
)
The Margin is expected to be in the range of 2.90% to
3.10% per annum and will be determined at the end of the
Bookbuild.
Distributions are expected to be fully franked.
Section 2.1
Westpac Capital
Notes 8 Terms
clause 3
1.2.2 Distributions
may not be paid on
Westpac Capital
Notes 8
Payments of Distributions are within the absolute discretion
of Westpac, which means Westpac does not have to
pay them. Distributions are also only payable if the other
Distribution Payment Conditions are satisfied.
Distributions are non-cumulative, which means that unpaid
Distributions will not be made up or accumulate. Holders will
not have any rights to compensation if Westpac does not pay
Distributions. Failure to pay any Distribution is not an event
of default
2
and Holders have no right to apply for a Winding
Up on the grounds of non-payment of a Distribution.
If for any reason a Distribution has not been paid in full for a
relevant Distribution Payment Date, then until a Distribution
is paid in full on a subsequent Distribution Payment Date (or
all Notes are Converted at their full Face Value, Redeemed or
terminated following a failure to Convert), Westpac must not:
• determine or pay any Dividends on its Ordinary Shares; or
• undertake any discretionary Buy Back or Capital Reduction,
unless the amount of the unpaid Distribution is paid in
full within 20 Business Days of the relevant Distribution
Payment Date (and in certain other limited circumstances).
These restrictions would not apply where the reason a
Distribution was not paid was because the Distribution Rate
was zero or negative (see Section 2.1.3).
Sections 2.1.1 and
2.1.9 to 2.1.11
Westpac Capital
Notes 8 Terms
clauses 3.3, 3.4, 3.7
and 3.8

1
6
3
8
5
APPENDIX B
2
7
4
APPENDIX A
7WESTPAC CAPITAL NOTES 8
SECTION 1 Investment overview
1.3 Summary of certain events which may affect what Holders of
Westpac Capital Notes 8 receive and when they receive it
TopicSummaryFurther information
1.3.1 Events that
may affect the
Westpac Capital
Notes 8
The Notes do not have a fixed maturity date and Holders
do not have a right to request or require Westpac to
Convert, Redeem or arrange for the Transfer of the Notes.
Accordingly, what will happen to the Notes is uncertain.
It is possible that the Notes could remain on issue
indefinitely and the Face Value (initially $100 per Note) will
not be repaid.
The diagram and table in this Section 1.3.1 summarise certain
events that may occur while the Notes are on issue and
what Holders may receive in relation to the Notes under the
Westpac Capital Notes 8 Terms.
Sections 2.2 to 2.6
Westpac Capital
Notes 8 Terms
clauses 4 to 8
OPTION FOR WESTPAC TO CONVERT,
REDEEM OR TRANSFER
15 September
2021, the
Issue Date
21
September
2029
Conversion, Redemption (subject to
APRA approval) or Transfer at Westpac’s
option (see Sections 2.3 and 2.4)
Conversion
You receive
Ordinary
Shares
Redemption
You receive
the Face
Value from
Westpac
Transfer
You receive
the Face
Value
from a
nominated
third party
purchaser
You receive
Ordinary Shares
Tax Event or Regulatory Event
Conversion, Redemption (subject to APRA approval) or Transfer at Westpac’s option if a Tax Event or Regulatory
Event occurs (see Sections 2.3 and 2.4)
Acquisition Event
Automatic Conversion if an Acquisition Event occurs subject to the Second Scheduled Conversion Condition, as it
applies to an Acquisition Event, being satisfied (see Section 2.6)
Capital Trigger Event or Non-Viability Trigger Event
Automatic Conversion if a Capital Trigger Event or Non-Viability Trigger Event occurs (or if Conversion
does not occur for any reason by 5.00pm on the fifth Business Day after the Capital Trigger Event Conversion
Date or Non-Viability Trigger Event Conversion Date, all rights in relation to those Notes will be terminated)
(see Section 2.5)
You receive
Ordinary Shares
21 June 2032, the first
possible Scheduled
Conversion Date
Scheduled Conversion
subject to the Scheduled
Conversion Conditions
being satisfied
(see Section 2.2.3)
Each Distribution
Payment Date after the
first possible Scheduled
Conversion Date
If Scheduled Conversion
does not occur on the
first possible Scheduled
Conversion Date of
21 June 2032, then
Scheduled Conversion
will occur on the first
Distribution Payment
Date after that date on
which the Scheduled
Conversion Conditions
are satisfied (see Section
2.2.3).
SCHEDULED CONVERSION DATE
Perpetual
EVENTS THAT COULD OCCUR AT ANY TIME:
21
December
2029
21
March
2030
21
June
2030

8WESTPAC CAPITAL NOTES 8
SECTION 1 Investment overview
EventWhen?Is APRA
approval
required?
Are there
other pre-
conditions
to the event?
What value
will a Holder
receive?
In what form
will that value
be provided
to Holders?
Where to
find further
information?
Redemption
at Westpac's
option
21 September
2029, 21
December
2029, 21
March 2030,
21 June 2030
or if a Tax
Event or
Regulatory
Event occurs
Ye s
3
Yes,
before or
concurrently
with
Redemption
4
Face Value
(initially
$100 per
Note) plus a
Distribution
5
CashSections 2.3.1
to 2.3.4
Westpac
Capital
Notes 8
Terms
clause 7
Transfer at
Westpac's
option
21 September
2029, 21
December
2029, 21
March 2030,
21 June 2030
or if a Tax
Event or
Regulatory
Event occurs
NoNoFace Value
(initially
$100 per
Note) plus a
Distribution
5
Cash
6
Sections 2.3.1
and 2.3.5
Westpac
Capital
Notes 8
Terms
clause 8
Conversion
at Westpac's
option
21 September
2029, 21
December
2029, 21
March 2030,
21 June 2030
or if a Tax
Event or
Regulatory
Event occurs
NoYe s
7
Ordinary
Shares worth
approximately
$101.01
8
per
Note plus a
Distribution
5
A variable
number of
Ordinary
Shares
plus a cash
Distribution
5
Section 2.4
Westpac
Capital
Notes 8
Terms
clauses 6
and 9
Scheduled
Conversion
21 June 2032NoYe s
7
Ordinary
Shares worth
approximately
$101.01
8
per
Note plus a
Distribution
5
A variable
number of
Ordinary
Shares
plus a cash
Distribution
5
Section 2.2
Westpac
Capital
Notes 8
Terms
clauses 4
and 9
Conversion
upon an
Acquisition
Event
If an
Acquisition
Event occurs
NoYe s
7
Ordinary
Shares worth
approximately
$101.01
8
per
Note plus a
Distribution
5
A variable
number of
Ordinary
Shares
plus a cash
Distribution
5
Section 2.6
Westpac
Capital
Notes 8
Terms
clauses 5.9
and 9
Note:
3. Holders should not expect that APRA’s prior written approval will be given if requested.
4. Westpac may only Redeem Notes if it replaces them with capital of the same or better quality (and the replacement is done under conditions
that are sustainable for the income capacity of Westpac) or obtains confirmation that APRA is satisfied that Westpac does not have to replace
the Notes.
5. The Distribution would be for the period from (but excluding) the last Distribution Payment Date to (and including) the relevant Conversion
Date, Redemption Date or Transfer Date (as applicable). Payments of Distributions are within the absolute discretion of Westpac, which means
Westpac does not have to pay them. Distributions are also only payable if the Distribution Payment Conditions are satisfied.
6. On Transfer, Holders will receive the Face Value in cash from the Nominated Party to whom the Notes are transferred.
7. Conversion is conditional on Westpac’s share price being above a specified level in the period prior to Conversion.
8. Based on the Initial Face Value of $100 per Note and the VWAP of Ordinary Shares during the relevant VWAP Period before the Conversion
Date, with the benefit of a 1% discount. The value of Ordinary Shares received on the Conversion of one Note may be worth more or less than
$101.01 depending on the market price of Ordinary Shares before Conversion and the Face Value of the Notes at the Conversion Date.

1
6
3
8
5
APPENDIX B
2
7
4
APPENDIX A
9WESTPAC CAPITAL NOTES 8
SECTION 1 Investment overview
EventWhen?Is APRA
approval
required?
Are there
other pre-
conditions
to the event?
What value
will a Holder
receive?
In what form
will that value
be provided
to Holders?
Where to
find further
information?
Conversion
upon a Capital
Trigger
Event or
Non-Viability
Trigger Event
If a Capital
Trigger
Event or
Non-Viability
Trigger Event
occurs
NoNoA variable
value,
depending on
the price of
the Ordinary
Shares at
the relevant
time and
the number
of Ordinary
Shares
received on
Conversion.
However,
Holders may
(in the case
of a Capital
Trigger Event)
and are likely
to (in the
case of a
Non-Viability
Trigger
Event) receive
significantly
less than
approximately
$101.01 for
each Note
(based on
the Initial
Face Value
of $100 per
Note), and
the value may
be nothing if
Conversion
does not
occur for
any reason
and Ordinary
Shares are
not issued for
any reason
by 5.00pm
on the fifth
Business
Day after
the Capital
Trigger Event
Conversion
Date or
Non-Viability
Trigger Event
Conversion
Date (as
the case
may be).
9
A variable
number of
Ordinary
Shares up to
the Maximum
Conversion
Number.
However, if
Conversion
of the Notes
does not
occur for
any reason
and Ordinary
Shares are
not issued for
any reason
by 5.00pm
on the fifth
Business
Day after
the Capital
Trigger Event
Conversion
Date or
Non-Viability
Trigger Event
Conversion
Date (as the
case may
be), then
the rights
of Holders
attaching
to those
Notes will be
terminated
immediately
on the Capital
Trigger Event
Conversion
Date or
Non-Viability
Trigger Event
Conversion
Date (as the
case may
be) and
Holders will
lose all of the
value of their
investment
in those
Notes and
they will not
receive any
compensation
or unpaid
Distributions.
Sections 2.5
and 5.1.9 to
5.1.11
Westpac
Capital
Notes 8
Terms
clauses 5.1 to
5.8 and 9
Note:
9. Section 2.5 provides further detail on the circumstances in which Holders are likely to receive significantly less than $101.01 for each Note due to
a Capital Trigger Event or Non-Viability Trigger Event.

10WESTPAC CAPITAL NOTES 8
SECTION 1 Investment overview
1.4 Ranking of Westpac Capital Notes 8 in a Winding Up
The table in this Section 1.4 illustrates how the Notes would rank upon a Winding Up, if they are on issue at that
time. It is likely that a Capital Trigger Event or Non-Viability Trigger Event would occur prior to a Winding Up
and the Notes would have been Converted into Ordinary Shares or otherwise had the rights attaching to them
terminated immediately on the Capital Trigger Event Conversion Date or Non-Viability Trigger Event Conversion
Date (as the case may be) where Conversion does not occur for any reason and Ordinary Shares are not issued for
any reason by 5.00pm on the fifth Business Day after the Capital Trigger Event Conversion Date or Non-Viability
Trigger Event Conversion Date (as the case may be).
Higher rankingIllustrative examples
10
Preferred and secured
debt
Liabilities in Australia in relation to protected accounts (generally,
savings accounts and term deposits) and other liabilities preferred
by law including employee entitlements and secured creditors
Unsubordinated
unsecured debt
Trade and general creditors, bonds, notes and debentures and
other unsubordinated unsecured debt obligations. This includes
covered bonds which are an unsecured claim on Westpac, though
they are secured over assets that form part of the Westpac Group
Subordinated
unsecured debt and
subordinated perpetual
debt
Westpac NZD Subordinated Notes
11
, other subordinated bonds,
notes and debentures and other subordinated unsecured debt
obligations with a fixed maturity date and subordinated perpetual
floating rate notes issued in 1986
Additional Tier 1
Capital securities
Westpac Capital Notes 8, Westpac Capital Notes 2, Westpac
Capital Notes 4, Westpac Capital Notes 5, Westpac Capital
Notes 6, Westpac Capital Notes 7 and Westpac USD AT1
Securities
Lower rankingOrdinary sharesOrdinary Shares
1.5 Key risks associated with an investment in Westpac Capital Notes 8
and Westpac
Before applying for any Notes, you should consider whether the Notes are a suitable investment for you. There are
risks involved with investing in the Notes and in Westpac. Many of these risks are outside the control of Westpac
and the Westpac Directors. These risks include those in this Section 1.5 and Section 5 and any other matters
referred to in this Prospectus.
1.5.1 Key risks of the Westpac Capital Notes 8
TopicSummaryFurther information
Distributions may not
be paid
There is a risk that Distributions will not be paid.
Distributions are discretionary and are only payable subject
to the satisfaction of the Distribution Payment Conditions.
For example, this includes the Distribution not resulting in
a breach of capital requirements and APRA not otherwise
objecting to the payment of the Distribution.
Distributions are non-cumulative. If a Distribution is not
paid in full because the Distribution Payment Conditions are
not satisfied, Holders are not entitled to receive the unpaid
Distribution.
Sections 2.1.9 and 5.1.1
Note:
10. This diagram and the descriptions are simplified and illustrative only, and do not include every type of security or obligation that may be issued
or entered into by Westpac, or every potential claim against Westpac in a Winding Up. Westpac will from time to time issue additional securities
or incur other obligations that rank ahead of, equally with, or subordinated to, the Notes. Further, some of the securities represented in the
diagram (for example, Westpac NZD Subordinated Notes and Additional Tier 1 Capital securities) may be converted into Ordinary Shares, which
will then rank equally with other Ordinary Shares.
11. On 9 July 2021, Westpac announced it will redeem all Westpac NZD Subordinated Notes on their first optional redemption date, being
1 September 2021.

1
6
3
8
5
APPENDIX B
2
7
4
APPENDIX A
11WESTPAC CAPITAL NOTES 8
SECTION 1 Investment overview
TopicSummaryFurther information
It is not certain
whether and when
the Westpac
Capital Notes 8
will be Converted,
Redeemed or
Transferred
Conversion may not occur on 21 June 2032, being the
first possible Scheduled Conversion Date, or at all if the
Scheduled Conversion Conditions are not satisfied.
Conversion, Redemption or Transfer may occur in certain
circumstances before the Scheduled Conversion Date,
which may be disadvantageous to Holders in light of market
conditions or your individual circumstances.
Holders have no right to request that their Notes be
Converted, Redeemed or Transferred. Unless their Notes are
Converted, Redeemed or Transferred, Holders would need
to sell their Notes on ASX at the prevailing market price
to realise their investment. That price may be less than the
Face Value (initially $100 per Note) and there may be no
liquid market in the Notes.
Sections 5.1.14 to
5.1.16
Westpac Capital
Notes 8 are not
deposit liabilities or
protected accounts
The Notes are not deposit liabilities or protected accounts
of Westpac for the purposes of the Banking Act or Financial
Claims Scheme and are not subject to the depositor
protection provisions of Australian banking legislation
(including the Australian Government guarantee of certain
bank deposits).
Important Notices
and Section 5.1.3
Market price of the
Westpac Capital
Notes 8 may
fluctuate
The Notes may trade at a market price below Face Value
(initially $100 per Note).
Circumstances in which the market price of the Notes may
decline include general conditions, changes in government
policy, changes in regulatory policy, impacts of regulatory
change, changes in investor perception and sentiment in
relation to Westpac, changes in the market price of other
securities issued by Westpac or other issuers and the
occurrence of or increase in the likelihood of the occurrence
of one or more Distributions not being paid, a Capital
Trigger Event or a Non-Viability Trigger Event.
Sections 5.1.1 and
5.1.4
Liquidity of the
Westpac Capital
Notes 8 may be low
The market for the Notes will likely be less liquid than the
market for Ordinary Shares.
Holders who wish to sell their Notes may be unable to do so
at an acceptable price, or at all, if insufficient liquidity exists
in the market for the Notes.
Section 5.1.5
Use of franking
credits
The value and availability of franking credits to a Holder will
depend on that Holder’s particular circumstances and the
tax rules that apply at the time of each Distribution.
Sections 2.1.6, 5.1.7
and 6.3.1
Changes in the
Distribution Rate
The Distribution Rate will fluctuate (and may increase and/
or decrease) over time with movements in the 3 month
BBSW Rate. It is possible for the 3 month BBSW Rate to
become negative. Should this occur, the negative amount
will be taken into account in calculating the Distribution
Rate (but there is no obligation on Holders to pay Westpac
if the Distribution Rate becomes negative and there would
be no Distribution in those circumstances).
There is a risk that the Distribution Rate may become less
attractive compared to returns available on comparable
securities or investments.
Sections 2.1.2 and
5.1.6

12WESTPAC CAPITAL NOTES 8
SECTION 1 Investment overview
TopicSummaryFurther information
Conversion or
termination of rights
on account of a
Capital Trigger Event
or a Non-Viability
Trigger Event
The value of Ordinary Shares received for each Note that is
Converted upon the occurrence of a Capital Trigger Event
or Non-Viability Trigger Event may (in the case of a Capital
Trigger Event) and is likely to (in the case of a Non-Viability
Trigger Event) be significantly less than approximately
$101.01 for each Note (based on the Initial Face Value of
$100 per Note). This is because the number of Ordinary
Shares issued on Conversion is limited by the Maximum
Conversion Number, as required by APRA. The Maximum
Conversion Number applied on a Conversion of this kind is
based on an Ordinary Share price that reflects 20% of the
Ordinary Share price at the time of issue of the Notes.
If Conversion of Notes does not occur for any reason and
Ordinary Shares are not issued for any reason by 5.00pm
on the fifth Business Day after the Capital Trigger Event
Conversion Date or Non-Viability Trigger Event Conversion
Date (as the case may be) (including, for example, due to
applicable law, order of a court or action of any government
authority, including regarding the insolvency, Winding
Up or other external administration of Westpac, as a
result of Westpac's inability or failure to comply with its
obligations under the terms and conditions of the Notes
in relation to Conversion, or as a result of laws relating to
Australian foreign investment laws, Australian financial
sector ownership laws, Chapter 6 of the Corporations Act
or operational delays (for example, due to COVID-19 related
restrictions on access to facilities and systems of Westpac
and/or its agents)), then:
• those Notes will not be Converted in respect of such
Capital Trigger Event or Non-Viability Trigger Event (as
the case may be) and will not be Converted, Redeemed
or Transferred on any subsequent date; and
• all rights in relation to those Notes will be terminated
immediately on the Capital Trigger Event Conversion
Date or Non-Viability Trigger Event Conversion Date (as
the case may be), and Holders will lose all of the value of
their investment in those Notes and they will not receive
any compensation or unpaid Distributions.
Sections 2.5.4, 2.5.5,
2.5.6, 5.1.9, 5.1.10 and
5.1.11
Credit ratingsAny credit rating assigned to the Notes or other Westpac
securities could be reviewed, suspended, withdrawn or
downgraded by credit rating agencies, or credit rating
agencies could change their rating methodology, at any
time which could adversely affect the market price and
liquidity of the Notes and other Westpac securities.
Section 5.1.12
The price used to
calculate the number
of Ordinary Shares
to be issued on
Conversion may not
be the market price
The Ordinary Share price used to calculate the number
of Ordinary Shares to be issued on Conversion may be
different to the market price of Ordinary Shares at the time
of Conversion because the price used in the calculation is
based on the VWAP during the relevant period prior to the
Conversion Date.
The value of Ordinary Shares Holders receive based on
the calculation may therefore be less than the value of
those Ordinary Shares based on the market price on the
Conversion Date.
Section 5.1.13
No fixed maturity
date
As the Notes are perpetual instruments and have no fixed
maturity date, there is a risk the Notes could remain on issue
indefinitely and Holders may not be repaid their investment.
Section 5.1.17

1
6
3
8
5
APPENDIX B
2
7
4
APPENDIX A
13WESTPAC CAPITAL NOTES 8
SECTION 1 Investment overview
TopicSummaryFurther information
Ranking of the
Westpac Capital
Notes 8
In the event of a Winding Up, if the Notes are still on issue
and have not been Redeemed or Converted, they will rank
ahead of Ordinary Shares, equally among themselves and
with all Equal Ranking Capital Securities and behind Senior
Creditors (including depositors and holders of Westpac's
senior or less subordinated debt). This means that if there
is a shortfall of funds on a Winding Up to pay all amounts
ranking senior to, and equally with, the Notes, Holders will
lose all or some of their investment.
However, it is likely that a Capital Trigger Event or Non-
Viability Trigger Event would occur prior to a Winding Up
and the Notes would have been Converted into Ordinary
Shares, in which case Holders will hold Ordinary Shares
and rank equally with other holders of Ordinary Shares in
a Winding Up. If Conversion does not occur for any reason
following a Capital Trigger Event or Non-Viability Trigger
Event and Ordinary Shares are not issued for any reason by
5.00pm on the fifth Business Day after the Capital Trigger
Event Conversion Date or Non-Viability Trigger Event
Conversion Date (as the case may be), all rights attaching to
those Notes will be terminated on the Capital Trigger Event
Conversion Date or Non-Viability Trigger Event Conversion
Date (as the case may be), and Holders will lose all of the
value of their investment in those Notes and they will not
receive any compensation or unpaid Distributions and those
Notes will have no ranking in a Winding Up.
Sections 1.4, 2.7,
5.1.10, 5.1.11, 5.1.24 and
5.1.25
Changes in
regulatory capital
requirements
Any fall in Westpac’s Common Equity Tier 1 Capital
Ratio as a result of future changes to regulatory capital
requirements may adversely impact the market price of the
Notes or potentially increase the chance at a later date that
Conversion takes place due to the occurrence of a Capital
Trigger Event or Non-Viability Trigger Event.
Sections 4.2.1, 4.2.2,
4.2.3, 4.2.4 and 5.1.18
Future issues of
securities by Westpac
Westpac may issue further securities which rank equally
with or ahead of the Notes.
Section 5.1.24
Terms may be
amended
In certain circumstances as set out in the Westpac Capital
Notes 8 Terms, Westpac may, with APRA's prior written
approval where required and subject to compliance with
applicable laws, amend the Westpac Capital Notes 8 Terms
without the approval of Holders.
Section 5.1.26

14WESTPAC CAPITAL NOTES 8
SECTION 1 Investment overview
1.5.2 Key risks associated with Westpac and the Westpac Group
TopicSummaryFurther information
Information security,
including cyber
attacks
The Westpac Group (and its external service providers) is
subject to information security risks, such as cyberattacks,
espionage and/or errors happening at an unprecedented
pace, scale and reach.
Section 5.2.1
COVID-19 and a
pandemic like
COVID-19
The Westpac Group is vulnerable to the impacts of a
communicable disease outbreak or a pandemic. The
COVID-19 pandemic has had, and may continue to have,
a negative impact on Westpac's customers, shareholders,
employees and financial performance. The pandemic has
also disrupted, and will continue to disrupt, numerous
industries and global supply chains, causing a negative
effect on economic activity.
Section 5.2.2
Legal or regulatory
change and
compliance
Westpac could be adversely affected by changes in laws,
regulations or regulatory policy, by failing to comply with
laws, regulations or regulatory policy, or by other regulatory
action (including as a result of reviews and inquiries
commissioned by governments or regulators).
Sections 5.2.3, 5.2.4,
5.2.6, 5.2.9 and 5.2.12
Ineffective risk
management
Westpac’s risk management framework has not always been,
or may not in the future prove to be, effective.
Section 5.2.5
Availability and cost
of funding
Adverse funding market conditions or depositor preferences,
or failure to maintain Westpac’s credit ratings, may
significantly affect the availability and cost of Westpac’s
funding.
Sections 5.2.11 and
5.2.14
Financial market
volatility
Westpac could be adversely affected by disruptions to
global financial markets or other financial market volatility.
Sections 5.2.13 and
5.2.20
Economic conditions,
asset values,
commodity prices
and credit losses
Economic disruptions, declines in asset values or declines in
commodity prices may cause Westpac to incur higher credit
losses on lending and counterparty exposures.
Sections 5.2.15 to
5.2.18
Other risksWestpac could be adversely affected by other events such
as reputational damage, climate change, technology failures,
changes in competition, operational failures, fraudulent
conduct, poor data quality or other risks.
Sections 5.2.7, 5.2.8,
5.2.10, 5.2.11, 5.2.19
and 5.2.21 to 5.2.30
1.6 Comparison of the Westpac Capital Notes 8 with certain other
Westpac investments or products
TopicSummaryFurther information
Differences between
term deposits,
Westpac Capital
Notes 7, Westpac
Capital Notes 8 and
Ordinary Shares
There are differences between term deposits, Westpac
Capital Notes 7, Westpac Capital Notes 8 and Ordinary
Shares. You should consider these differences in light of
your investment objectives, financial situation and particular
needs (including financial and taxation considerations)
before deciding to invest in the Notes.
Please refer to the table in Section 3.4 setting out the key
differences between Westpac Capital Notes 4 (which is the
subject of the Reinvestment Offer) and Westpac Capital
Notes 8.
See table in this
Section 1.6
Section 3.4

1
6
3
8
5
APPENDIX B
2
7
4
APPENDIX A
15WESTPAC CAPITAL NOTES 8
SECTION 1 Investment overview
Westpac Term
Deposit
Westpac Capital
Notes 7
Westpac Capital
Notes 8
Ordinary Shares
ASX codeNot quoted on ASXWBCPJWBCPK
12
WBC
Legal formDepositUnsecured subordinated debt obligationOrdinary share
Protection under
the Banking Act or
Financial Claims
Scheme
Ye s
13
No
TermSeven days to 60
months
Perpetual (no
fixed maturity
date) with the first
possible scheduled
conversion date on
22 March 2029
14
Perpetual (no
fixed maturity
date) with the first
possible Scheduled
Conversion Date in
approximately 10.8
years
15
Perpetual (no fixed
maturity date)
Distribution/
interest/dividend
rate
Fixed
16
Floating, calculated
as the (margin +
3 month BBSW rate)
× (1 – tax rate)
Floating, calculated
as the (Margin +
3 month BBSW Rate)
× (1 – Tax Rate)
Variable dividends
as determined by
Westpac
MarginN /A3.40% per annumThe Margin is
expected to be
in the range of
2.90% to 3.10% per
annum and will be
determined at the
end of the Bookbuild
N /A
Distribution/
interest/dividend
payment
frequency
Either at specific
intervals, at maturity
or at early closure
by the customer
Quarterly (subject to Westpac's absolute
discretion and distribution payment
conditions)
Semi-annually
(if determined)
Are there
conditions to
payment of
distributions/
interest/dividend
payments?
No, subject to
applicable laws
16
Yes, subject to
Westpac's absolute
discretion and
distribution payment
conditions
Yes, subject to
Westpac's absolute
discretion and
Distribution
Payment Conditions
(see Section 2.1.9)
Yes, subject to
Westpac's absolute
discretion and
applicable laws and
regulations
Interest/
distribution/
dividend payments
restriction
if interest/
distribution/
dividend not paid
N /AYes, applies to
Ordinary Shares until
the next quarterly
distribution payment
date on which a
distribution is paid
in full
Yes, applies to
Ordinary Shares until
the next quarterly
Distribution
Payment Date
17
on
which a Distribution
is paid in full
No
Franking
of interest/
distribution/
dividend
N /AFrankable and grossed-up for an unfranked
portion
Frankable
Transferable by
holder
NoYes, quoted on ASXYes, quoted on ASX
18
Yes, quoted
on ASX
Note:
12. Westpac will apply for Westpac Capital Notes 8 to be quoted on ASX and they are expected to trade on ASX under the code WBCPK.
13. Customers may be entitled to payment under the Financial Claims Scheme for deposits up to an amount per account holder per ADI of $250,000.
14. Subject to possible early redemption (with APRA’s prior written approval), conversion or transfer in certain circumstances.
15. Subject to possible early Redemption (with APRA’s prior written approval), Conversion or Transfer in certain circumstances.
16. Interest rate adjustments may apply if a customer withdraws an amount before the end of the term of the Westpac Term Deposit. Customers
must usually give 31 days’ notice to close the Westpac Term Deposit during its term.
17. These restrictions would not apply where the reason a Distribution was not paid was because the Distribution Rate was zero or negative (see
Section 2.1.3).
18 Westpac will apply for Westpac Capital Notes 8 to be quoted on ASX and they are expected to trade on ASX under the code WBCPK.

16WESTPAC CAPITAL NOTES 8
SECTION 1 Investment overview
Westpac Term
Deposit
Westpac Capital
Notes 7
Westpac Capital
Notes 8
Ordinary Shares
Investor's ability
to withdraw or
redeem
Yes, by closing the
deposit
19
No
Redemption at
issuer's option
(subject to APRA
approval and
certain other
conditions)
NoYes, on 22 March
2027, and in
certain specified
circumstances
Yes, on 21
September 2029,
21 December 2029,
21 March 2030 or
21 June 2030, and
in certain specified
circumstances (see
Section 2.3)
No
Transfer to
nominated party at
issuer's option
NoYes, on 22 March
2027, and in
certain specified
circumstances
Yes, on 21
September 2029,
21 December 2029,
21 March 2030 or
21 June 2030, and
in certain specified
circumstances (see
Section 2.3)
No
Conversion to
Ordinary Shares
at issuer’s option
(subject to certain
conditions)
NoYes, on 22 March
2027, and in
certain specified
circumstances
Yes, on 21
September 2029,
21 December 2029,
21 March 2030 or
21 June 2030, and
in certain specified
circumstances (see
Section 2.4)
N /A
Potential
Conversion to
Ordinary Shares
(other than on a
Capital Trigger
Event or Non-
Viability Trigger
Event)
NoYes, scheduled
conversion on 22
March 2029 (subject
to the satisfaction
of the scheduled
conversion
conditions), and in
certain specified
circumstances
Yes, Scheduled
Conversion on 21
June 2032 (subject
to the satisfaction
of the Scheduled
Conversion
Conditions), and in
certain specified
circumstances (see
Section 2.2.3)
N /A
Conversion to
Ordinary Shares on
a Capital Trigger
Event or Non-
Viability Trigger
Event
NoYes, following a Capital Trigger Event or
Non-Viability Trigger Event
If a Capital Trigger Event or Non-Viability
Trigger Event occurs and conversion of
the notes does not occur for any reason
and Ordinary Shares are not issued for any
reason by 5.00pm on the fifth business day
after the Capital Trigger Event Conversion
Date or Non-Viability Trigger Event
Conversion Date (as the case may be),
then all rights in relation to those notes will
be terminated immediately on the Capital
Trigger Event Conversion Date or Non-
Viability Trigger Event Conversion Date (as
the case may be) (and holders will lose all of
the value of their investment in those notes
and they will not receive any compensation
or unpaid distributions)
In the event of Conversion following a
Capital Trigger Event or Non-Viability
Trigger Event the Maximum Conversion
Number may limit the number of Ordinary
N /A
Note:
19 For Westpac Term Deposits, customers must usually give 31 days’ notice to close the Westpac Term Deposit during its term.

1
6
3
8
5
APPENDIX B
2
7
4
APPENDIX A
17WESTPAC CAPITAL NOTES 8
SECTION 1 Investment overview
Westpac Term
Deposit
Westpac Capital
Notes 7
Westpac Capital
Notes 8
Ordinary Shares
Conversion to
Ordinary Shares on
a Capital Trigger
Event or Non-
Viability Trigger
Event
(continued)
Shares to be issued and Holders are likely to
suffer a loss in such circumstances
Refer to Section 2.5 for more information
in relation to the conversion of Westpac
Capital Notes 8 on a Capital Trigger Event or
Non-Viability Trigger Event
RankingSee Sections 1.4, 2.7, 5.1.11, 5.1.12, 5.1.25 and 5.1.26
1.7 Structure of the Offer and how to apply for Westpac Capital Notes 8
TopicSummaryFurther information
1.7.1 Offer structure
and who can
apply
The Offer consists of:
• a Reinvestment Offer – to Eligible Westpac Capital Notes
4 Holders;
• a Securityholder Offer – to Eligible Securityholders;
• a Broker Firm Offer – to Australian resident clients of the
Syndicate Brokers; and
• an Institutional Offer – to Institutional Investors invited by
Westpac Institutional Bank.
There is no guaranteed Allocation under the Offer, but
Westpac will give priority to Applications received under
the Reinvestment Offer (including Applications made
through Syndicate Brokers). This priority will not extend
to Applications for additional Westpac Capital Notes 8 by
Eligible Westpac Capital Notes 4 Holders.
If there is excess demand, Applications may be scaled back
by Westpac.
There is no general public offer of the Notes. However,
Westpac reserves the right to accept Applications from
other persons at its discretion.
Sections 3 and 8
1.7.2 How to applyFor information on how to apply for the Notes, see Section
8 and the online Securityholder Application instructions,
online Reinvestment Application instructions or contact
your Syndicate Broker (as applicable).
Section 8
1.7.3 Minimum
Application
amount
Applications must be for a minimum of 50 Notes ($5,000).
If your Application is for more than 50 Notes, you must
apply in multiples of 10 Notes ($1,000) thereafter.
If you are an Eligible Westpac Capital Notes 4 Holder,
you may apply to reinvest all or some of your Westpac
Capital Notes 4 in Westpac Capital Notes 8 under the
Reinvestment Offer. However, if you wish to participate in
the Reinvestment Offer and:
• you own 50 Westpac Capital Notes 4 or fewer, you must
apply to reinvest all your Westpac Capital Notes 4; or
• you own more than 50 Westpac Capital Notes 4, you
must apply to reinvest a minimum of 50 Westpac Capital
Notes 4 ($5,000).
If you apply to reinvest all your Westpac Capital Notes
4, you may also apply for additional Westpac Capital
Notes 8. Your Application for additional Westpac Capital
Notes 8 must be for a minimum of 50 additional Westpac
Capital Notes 8 ($5,000), and in multiples of 10 Westpac
Capital Notes 8 ($1,000) thereafter (over and above your
Application for reinvestment).
Section 8

Information
about Westpac
Capital Notes 8
CAUTION – Westpac Capital Notes 8 are not deposit liabilities of Westpac, are riskier than bank deposits and may not be suitable
for some investors. Their complexity may make them difficult to understand and the risks associated with the Notes could result in
the loss of all of your investment. If you do not fully understand how they work or the risks associated with them, you should obtain
professional advice.
SECTION 2
This Section sets out:
2.1 Distributions
2.2 Conversion on the Scheduled Conversion Date
2.3 Optional Redemption and optional Transfer
2.4 Optional Conversion
2.5 Automatic Conversion – Capital Trigger Event and Non-Viability Trigger Event
2.6 Automatic Conversion – Acquisition Event
2.7 Ranking of the Westpac Capital Notes 8 in a Winding Up
2.8 Other key features of the Westpac Capital Notes 8
18WESTPAC CAPITAL NOTES 8

1
3
8
5
APPENDIX B
2
7
4
APPENDIX A
6
19WESTPAC CAPITAL NOTES 8
SECTION 2 Information about Westpac Capital Notes 8
Note:
1. The calculation of the Distribution Rate will be rounded to four decimal places. The Distribution Rate in this Section 2.1.2 is for illustrative
purposes only and does not indicate the actual Distribution Rate. It is not a guarantee or forecast of the actual Distribution Rate that may be
achieved. The actual Distribution Rate may be higher or lower than this and may vary each Distribution Period depending on the applicable 3
month BBSW Rate, the Margin and the Tax Rate.
The following is an overview of the key terms of Westpac Capital Notes 8. It is important that you read this
Prospectus, the Westpac Capital Notes 8 Terms, the Notes Deed Poll and Westpac’s Constitution in full before
deciding to invest in Westpac Capital Notes 8. If you have any questions, you should seek advice from your
financial adviser or other professional adviser.
The full Westpac Capital Notes 8 Terms are contained in Appendix B. Rights and liabilities attaching to Westpac
Capital Notes 8 may also arise under the Corporations Act, the ASX Listing Rules and other applicable laws.
2.1 Distributions
TopicSummary
Further
information
2.1.1 Distributions
on Westpac
Capital Notes
8
Distributions on Notes are calculated based on the Distribution Rate
and are expected to be paid quarterly in arrear.
Distributions are discretionary, non-cumulative and only payable
subject to the satisfaction of the Distribution Payment Conditions.
Distributions are expected to be fully franked and accordingly
Holders are expected to receive cash Distributions and franking
credits.
Westpac
Capital Notes
8 Terms
clause 3
2.1.2 Distribution
Rate
The Distribution Rate is a floating rate and will generally be set on
the first Business Day of each Distribution Period using the following
formula:
Distribution Rate = (3 month BBSW Rate + Margin)
x (1 – Tax Rate)
3 month
BBSW
Rate
The 3 month BBSW Rate on the first Business
Day of the Distribution Period (except for the first
Distribution Period, where the 3 month BBSW Rate
will be determined on the Issue Date)
MarginThe Margin is expected to be in the range of 2.90%
to 3.10% per annum. The Margin will be determined
at the end of the Bookbuild and will not change after
that determination is made
Tax
Rate
The Australian corporate tax rate applicable to
the franking account of Westpac at the relevant
Distribution Payment Date expressed as a decimal.
At the date of this Prospectus, the relevant Tax Rate
is 30% or, expressed as a decimal in the formula, 0.30
(but that rate may change)
As an example, assuming a Margin of 2.90% per annum, if the
3 month BBSW Rate on the Issue Date is the same as on 6 August
2021 and assuming that the Distribution will be fully franked, the
Distribution Rate for that Distribution Period would be calculated as
follows:
1

3 month BBSW Rate at 6 August 20210.0100% per annum
Plus the assumed Margin+ 2.9000% per annum
Equivalent unfranked Distribution Rate
Multiplied by (1 – Tax Rate)
2.9100% per annum
x 0.70
Distribution Rate2.0370% per annum
Westpac
Capital Notes
8 Terms
clause 3.1

20WESTPAC CAPITAL NOTES 8
SECTION 2 Information about Westpac Capital Notes 8
TopicSummary
Further
information
2.1.3 Calculation of
Distributions
Distributions will be calculated as follows:
Distribution =Distribution Rate x Face Value x N /365
Distribution RateSee Section 2.1.2
Face ValueInitially $100 per Note
NThe number of days in the Distribution
Period
Distribution PeriodThe period from (but excluding) the
Issue Date in the case of the first
Distribution Period, or otherwise from
(but excluding) each Distribution
Payment Date, to (and including) the
next Distribution Payment Date
Distribution Payment
Date
See Section 2.1.7
As an example, if the Distribution was fully franked and the
Distribution Rate was 2.0370% per annum as calculated in Section
2.1.2, then the cash amount of the Distribution on each Note for the
Distribution Period (if the Distribution Period was 90 days) would
be calculated as follows:
2,3
Distribution Rate2.0370% per annum
Multiplied by the Face Valuex $100
Multiplied by the number of days in the
Distribution Period (N)
x 90
Divided by÷ 365
Cash amount of Distribution$0.5023
Franking credits
4
attached to the cash
amount of the Distribution
$0.2153
It is possible for the 3 month BBSW Rate to become negative.
Should this occur, the negative amount will be taken into account in
calculating the Distribution Rate.
As an example, if the Margin is 2.9000% per annum, the 3 month
BBSW Rate is -1.0000% per annum and assuming that the
Distribution will be fully franked, the Distribution Rate for that
Distribution Period would be calculated as follows:
5

3 month BBSW Rate -1.0000% per annum
Plus the assumed Margin+ 2.9000% per annum
Equivalent unfranked Distribution Rate
Multiplied by (1 – Tax Rate)
1.9000% per annum
x 0.70
Distribution Rate1.3300% per annum
However, even if the Distribution Rate was negative because the
combination of a negative 3 month BBSW Rate and the Margin
produced a negative number, there would be no obligation on
Holders to pay Westpac and there would be no distribution in those
circumstances.
Westpac
Capital Notes
8 Terms
clause 3.1
Note:
2. Distribution Periods will generally have 90-92 days in them. The number of days in the first Distribution Period will be 97 days and is longer than
a normal Distribution Period.
3. All calculations of payments will be rounded to four decimal places. For the purposes of making any payment in respect of a Holder’s aggregate
holding of Notes, any fraction of a cent will be rounded to the nearest one Australian cent (with one half of an Australian cent being rounded
up to one Australian cent). The Distribution Rate on which this calculation is based, and the Distribution, are for illustrative purposes only and
do not indicate the actual Distribution Rate or Distribution. It is not a guarantee or forecast of the actual Distribution that may be obtained. Past
performance is not a reliable indicator of future performance.
4. See Section 2.1.6 in relation to the use of franking credits by Holders.
5. The calculation of the Distribution Rate will be rounded to four decimal places. The Distribution Rate in this Section 2.1.3 is for illustrative
purposes only and does not indicate the actual Distribution Rate. It is not a guarantee or forecast of the actual Distribution Rate that may be
achieved. The actual Distribution Rate may be higher or lower than this and may vary each Distribution Period depending on the applicable
3 month BBSW Rate, the Margin and the Tax Rate.

1
3
8
5
APPENDIX B
2
7
4
APPENDIX A
6
21WESTPAC CAPITAL NOTES 8
SECTION 2 Information about Westpac Capital Notes 8
TopicSummary
Further
information
2.1.4 3 month
BBSW Rate
The 3 month BBSW Rate is a key benchmark interest rate for the
Australian money market. It is the primary short-term interest
rate benchmark used in the financial markets for the pricing and
valuation of Australian dollar securities and as a lending reference
rate. This rate changes to reflect the supply and demand within the
cash and currency markets.
The movements in the 3 month BBSW Rate over the last 10 years
are set out in the graph in this Section 2.1.4
6
. The rate on 6 August
2021 was 0.01% per annum.
3 month BBSW Rate (% per annum)
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
6.00%
7.00%
Aug- 2011Aug- 2013Aug- 2015Aug- 2017Aug- 2019Aug- 2021
If Westpac determines that a “BBSW Rate Disruption Event” has
occurred, Westpac may select an Alternative BBSW Rate and
make other related changes to the Westpac Capital Notes 8 Terms
(subject, in each case, to APRA’s prior written approval, which may
or may not be given).
Broadly, a “BBSW Rate Disruption Event” occurs where the 3
month BBSW Rate has been discontinued or is no longer generally
accepted in the Australian market for securities such as Westpac
Capital Notes 8.
Westpac is required to act in good faith and in a commercially
reasonable manner in selecting an Alternative BBSW Rate, and
may consult with sources of market practice that it considers
appropriate, but may otherwise exercise its discretion.
Westpac
Capital Notes
8 Terms
clause 3.1
2.1.5 Franking of
Distributions
Westpac expects, but does not guarantee, that Distributions will be
fully franked.
If a Distribution is not fully franked then the amount of the cash
Distribution entitlement would be adjusted to compensate for
the unfranked amount. The formula for determining the adjusted
Distribution is:
Adjusted
Distribution =
Distribution
1 – [Tax Rate x (1 – Franking Rate)]
DistributionThe Distribution entitlement on that
Distribution Payment Date as calculated
under clause 3.1 of the Westpac Capital
Notes 8 Terms – see Section 2.1.3
Tax RateSee Section 2.1.2
Franking RateThe percentage of the Distribution that
would carry franking credits
If there is a change in the Tax Rate, the Distribution Rate will
change accordingly. For example, if the Tax Rate decreases, the
cash amount of any Distribution that Westpac may pay would
increase and the franking credits attached to that Distribution would
decrease.
Section 2.1.6
Westpac
Capital Notes
8 Terms
clauses 3.1
and 3.2
Note:
6. This graph is for illustrative purposes only and does not indicate, guarantee or forecast the actual 3 month BBSW Rate. Past levels are not
necessarily indicative of future levels. The actual 3 month BBSW Rate for the first and any subsequent Distribution Period may be higher or
lower than the rates in the graph in this Section 2.1.4. Source: IRESS.

22WESTPAC CAPITAL NOTES 8
SECTION 2 Information about Westpac Capital Notes 8
TopicSummary
Further
information
2.1.6 Franking
credits in
respect of
Distributions
It is expected (but not guaranteed) that Holders will receive franking
credits in respect of Distributions (other than where a Holder’s lack of
entitlement to franking credits is a result of an act by, or circumstance
affecting, the Holder). The franking credits represent each Holder’s
share of tax paid by Westpac on the profits from which the cash
Distribution is paid.
Impact of franking credits
If the Distribution is fully franked, the potential value of the
franking credits attached to a Distribution at the Distribution Rate
of 2.0370% per annum in the example in Section 2.1.2 would be
0.8730% per annum. If that potential value is taken into account
in full, the combined value of those franking credits and the cash
Distribution would be equivalent to an unfranked Distribution Rate
of approximately 2.9100% per annum. However, you should be aware
that the potential value of the franking credits does not accrue to
you at the same time as you receive the cash Distribution and you
may not be able to obtain full value for these depending on your
circumstances (see the following information in this Section 2.1.6 for
more information).
Use of franking credits by Holders
Australian resident Holders may be entitled to use franking credits
to offset their tax liability and Australian resident Holders that are
individuals or complying superannuation entities may be entitled to
a refund of excess franking credits, to the extent that the franking
credits exceed their tax liability.
You should be aware that your ability to use the franking credits,
either as an offset to your tax liability or by claiming a refund after the
end of the year of income, will depend on your individual tax position.
Investors should refer to the Australian tax summary in Section 6
and the Class Ruling (when published), and should seek professional
advice in relation to their tax position. Investors should also monitor
any potential changes to government policy relating to franking
credits on an ongoing basis.
Sections 5.1.7
and 6
2.1.7 Distribution
Payment
Dates
Distributions are payable quarterly in arrear on the Distribution
Payment Dates, subject to satisfaction of the Distribution Payment
Conditions.
The Distribution Payment Dates are:
• 21 March, 21 June, 21 September and 21 December of each year
commencing on 21 December 2021, until the Notes are Converted
at their full Face Value (or terminated following a failure to Convert)
or Redeemed; and
• the Conversion Date (other than a Capital Trigger Event Conversion
Date or Non-Viability Trigger Event Conversion Date), Redemption
Date or Transfer Date, if those dates are not 21 March, 21 June, 21
September and 21 December.
If a Distribution Payment Date is not a Business Day, then the
Distribution will be paid on the next Business Day (without any
interest in respect of the delay).
The first Distribution Period runs from (but excludes) the Issue Date to
(and includes) 21 December 2021. Thereafter, each Distribution Period
runs from (but excludes) the previous Distribution Payment Date to
(and includes) the next Distribution Payment Date. You should note
that the first Distribution Period is a longer period of 97 days and
other Distribution Periods will otherwise generally be 90 to 92 days.
The Distribution Rate for the first Distribution Period will be
determined on the Issue Date.
After the first Distribution Period, the Distribution Rate will be
determined on the first Business Day of each Distribution Period.
Distributions will be paid to persons who are Holders on the Record
Date in respect of the Distribution.
Westpac
Capital Notes
8 Terms
clauses 3.1,
3.5, 3.6 and
11.1(b)

1
3
8
5
APPENDIX B
2
7
4
APPENDIX A
6
23WESTPAC CAPITAL NOTES 8
SECTION 2 Information about Westpac Capital Notes 8
TopicSummary
Further
information
2.1.8 Method of
payment of
Distributions
Distributions will be paid in Australian dollars. Westpac will only pay
Distributions directly into an Australian dollar account of a financial
institution. Westpac reserves the right to vary the way in which any
Distribution is paid in accordance with the Westpac Capital Notes 8
Terms (provided that Distributions are always paid in cash).
Section 8.5.1
Westpac
Capital Notes
8 Terms
clause 11
2.1.9 Distribution
Payment
Conditions
Distributions are only payable subject to satisfaction of the
Distribution Payment Conditions, being:
• Westpac’s absolute discretion;
• the payment of the Distribution not resulting in a breach of
Westpac’s capital requirements (on a Level 1 basis) or of the
Westpac Group’s capital requirements (on a Level 2 basis) under
the then current Prudential Standards at the time of the payment;
• the payment of the Distribution not resulting in Westpac
becoming, or being likely to become, insolvent; and
• APRA not otherwise objecting to the payment.
Distributions will also be subject to the Corporations Act and any
other law regulating the payment of Distributions.
Section 5.1.1
Westpac
Capital Notes
8 Terms
clause 3.3
2.1.10 Consequence
if a
Distribution is
not paid in full
Payments of Distributions are within the absolute discretion of
Westpac and are non-cumulative. If a Distribution is not paid in full
because the Distribution Payment Conditions are not satisfied or
because of any other reason, Holders will not be entitled to receive
the unpaid portion of that Distribution. No interest accrues on any
unpaid Distributions and Westpac has no liability to the Holder
and the Holder has no claim in respect of such non-payment.
Non-payment of a Distribution will not be an event of default
7
and
Holders have no right to apply for a Winding Up on the grounds of
Westpac’s failure to pay a Distribution.
Westpac
Capital Notes
8 Terms
clause 3.4
2.1.11 Dividend
and capital
restrictions
may apply to
Westpac if a
Distribution is
not paid
If for any reason a Distribution has not been paid in full for a relevant
Distribution Payment Date, then until a Distribution is paid in full on
a subsequent Distribution Payment Date (or all Notes are Converted
at their full Face Value, Redeemed or terminated following a failure
to Convert) Westpac must not:
• determine or pay any Dividends on its Ordinary Shares; or
• undertake any discretionary Buy Back or Capital Reduction,
unless the amount of the unpaid Distribution is paid in full within
20 Business Days of the relevant Distribution Payment Date (and in
certain other limited circumstances). These restrictions would not
apply where the reason a Distribution was not paid was because the
Distribution Rate was zero or negative (see Section 2.1.3).
Westpac
Capital Notes
8 Terms
clauses 3.7
and 3.8
2.2 Conversion on the Scheduled Conversion Date
TopicSummary
Further
information
2.2.1 Meaning of
Conversion
Conversion means the conversion of the Notes into a variable
number of Ordinary Shares in accordance with the formula
contained in clause 9.1 of the Westpac Capital Notes 8 Terms.
On Conversion of a Note on the Scheduled Conversion Date, the
Holder’s rights in relation to that Note will be immediately and
irrevocably terminated and Westpac will apply the Face Value of
each Note by way of payment for the subscription for the Ordinary
Shares. The Ordinary Shares issued will have the same rights as
other Ordinary Shares on issue at the relevant time.
Westpac
Capital Notes
8 Terms
clause 9.1
Note:
7. The Westpac Capital Notes 8 Terms do not include any events of default.

24WESTPAC CAPITAL NOTES 8
SECTION 2 Information about Westpac Capital Notes 8
TopicSummary
Further
information
2.2.2 Scheduled
Conversion
Date
The Notes do not have a maturity date but have a Scheduled
Conversion Date. Conversion is scheduled to occur on the
Scheduled Conversion Date, which will be the earlier of:
• 21 June 2032; and
• the first Distribution Payment Date after 21 June 2032,
on which the Scheduled Conversion Conditions are satisfied.
Westpac
Capital Notes
8 Terms
clause 4.1
2.2.3 Scheduled
Conversion
Conditions
The Scheduled Conversion Conditions in relation to a potential
Scheduled Conversion Date are satisfied where:
• First Scheduled Conversion Condition: the VWAP of Ordinary
Shares on the 25
th
Business Day before (but not including) the
Scheduled Conversion Date is greater than 56.12% of the Issue
Date VWAP; and
• Second Scheduled Conversion Condition: the VWAP of Ordinary
Shares during the 20 Business Days before (but not including)
the Scheduled Conversion Date is greater than 50.51% of the
Issue Date VWAP.
• The percentages used in the Scheduled Conversion Conditions
are derived from market precedents and the cap on the number
of Ordinary Shares that are permitted to be issued under
applicable Prudential Standards and ratings guidance.
• The diagram in this Section 2.2.3 illustrates the timeframes that
are relevant for the Scheduled Conversion Conditions using the
date 21 June 2032 as a potential Scheduled Conversion Date.
These dates are indicative only and may change.
Westpac
Capital Notes
8 Terms
clause 4.2
18 June 2032
Last Business Day
of VWAP Period
(Business Day before the
Scheduled Conversion
Date)
21 May 2032
First Business Day
of VWAP Period
(20th Business Day
before the Scheduled
Conversion Date)
14 May 2032
25th Business Day
before the Scheduled
Conversion Date
First Scheduled Conversion Condition
The VWAP of Ordinary Shares on the
25th Business Day before (but not
including) the Scheduled Conversion
Date is greater than 56.12% of the Issue
Date VWAP
Second Scheduled Conversion
Condition
The VWAP of Ordinary Shares during
the 20 Business Days before (but not
including) the Scheduled Conversion
Date is greater than 50.51% of the Issue
Date VWAP
21 June 2032
Scheduled Conversion
Date (subject to
satisfaction of the
Scheduled Conversion
Conditions)
20 BUSINESS DAY VWAP PERIOD

1
3
8
5
APPENDIX B
2
7
4
APPENDIX A
6
25WESTPAC CAPITAL NOTES 8
SECTION 2 Information about Westpac Capital Notes 8
TopicSummary
Further
information
2.2.4 Purpose of
the Scheduled
Conversion
Conditions
It is intended that upon a Scheduled Conversion, Holders should
receive Ordinary Shares worth approximately $101.01 per Note
(based on the Initial Face Value of $100 per Note and the VWAP of
Ordinary Shares during the 20 Business Days before the Scheduled
Conversion Date, with the benefit of a 1% discount)
8
.
There is a cap on the number of Ordinary Shares (Maximum
Conversion Number) that Holders can be issued upon Scheduled
Conversion of the Notes, due to Prudential Standards and ratings
guidance. The Maximum Conversion Number in the case of
Scheduled Conversion is set by dividing the Face Value (initially
$100 per Note) by 50% of the Issue Date VWAP.
If the price of Ordinary Shares were to fall significantly and there
were no Scheduled Conversion Conditions, the number of Ordinary
Shares that you would receive might be limited by the Maximum
Conversion Number. In that case, the value of those Ordinary Shares
would be likely to be less than $101.01 per Note. In order to give
Holders some protection against receiving Ordinary Shares worth
less than approximately $101.01 per Note, the Scheduled Conversion
Conditions operate, so that where the VWAP of Ordinary Shares
has fallen to or is less than the specified percentage of the Issue
Date VWAP (see Section 2.2.3), Scheduled Conversion is deferred.
However, there can be no guarantee that the Scheduled Conversion
Conditions will be satisfied in the future.
Westpac
Capital Notes
8 Terms
clauses 4.2
and 9
2.2.5 Consequences
if the
Scheduled
Conversion
Conditions are
not satisfied
If the Scheduled Conversion Conditions are not satisfied on 21 June
2032, Conversion will not occur until the next Distribution Payment
Date on which the Scheduled Conversion Conditions are satisfied, if
eve r.
Westpac
Capital Notes
8 Terms
clauses 4.1
and 4.2
2.2.6 VWAP and
Issue Date
VWA P
In general terms, VWAP refers to the average of the daily volume
weighted average sales prices of Ordinary Shares sold on ASX and
Chi-X during the relevant period.
The Issue Date VWAP means the VWAP of Ordinary Shares during
the 20 Business Days on which trading in Ordinary Shares took
place immediately preceding (but not including) the Issue Date (as
adjusted in accordance with the Westpac Capital Notes 8 Terms).
The satisfaction of the Scheduled Conversion Conditions on a
potential Scheduled Conversion Date will depend on the price of
Ordinary Shares. For example
9
, if the Issue Date VWAP is $25.00,
then, for the First Scheduled Conversion Condition and Second
Scheduled Conversion Condition to be satisfied:
• the VWAP for the First Scheduled Conversion Condition would
need to be at least $14.04 (which is greater than 56.12% of the
Issue Date VWAP); and
• the VWAP for the Second Scheduled Conversion Condition would
need to be at least $12.63 (which is greater than 50.51% of the
Issue Date VWAP).
Westpac
Capital Notes
8 Terms
clauses 4.2,
9.1 to 9.8
and 16.2
(definition of
“Issue Date
VWAP” and
“VWAP”)
Note:
8. However, if the market price of Ordinary Shares on the Scheduled Conversion Date is different to the price used to calculate the number of
Ordinary Shares to be issued on Conversion, the value of Ordinary Shares resulting from the Conversion of one Note may be worth more or less
than $101.01. The value of Ordinary Shares Holders receive could also be less than this amount if the Face Value has previously been reduced
(following a Capital Trigger Event or Non-Viability Trigger Event – see Section 2.5 for more information). If the Scheduled Conversion Conditions
are not met, the Notes will not Convert on the Scheduled Conversion Date and the Scheduled Conversion Conditions will be re-tested on the
next possible Scheduled Conversion Date. The Notes may remain on issue indefinitely.
9. This example is for illustrative purposes only and does not indicate whether or not the Scheduled Conversion Conditions will actually be satisfied
in respect of a potential Scheduled Conversion Date.

26WESTPAC CAPITAL NOTES 8
SECTION 2 Information about Westpac Capital Notes 8
TopicSummary
Further
information
2.2.7 How many
Ordinary
Shares will
I receive if
the Westpac
Capital
Notes 8 are
Converted?
Upon Conversion, Holders will receive for each Note they hold a
variable number of Ordinary Shares calculated using the following
formula:
Face Value
0.99 x VWAP
Face ValueInitially $100 per Note
VWA PThe VWAP during the VWAP Period
VWAP PeriodIn the case of a Scheduled Conversion, the
period of 20 Business Days on which trading
in Ordinary Shares took place immediately
preceding (but not including) the Scheduled
Conversion Date
For example, assuming the VWAP is $25.00, the number of Ordinary
Shares that Holders will receive for each Note on the Scheduled
Conversion Date would be calculated as follows:
Face Value $100.00
Divide by 0.99 x VWAP $24.75
Ordinary Shares per Note 4.0404
Assuming the price of the Ordinary Shares on the Scheduled
Conversion Date is also $25.00, the aggregate value of the Ordinary
Shares would be approximately $101.01 (calculated by multiplying
4.0404 Ordinary Shares by the Ordinary Share price of $25.00).
Please be aware, the example in this Section 2.2.7 is for illustrative
purposes only. The actual VWAP and number of Ordinary Shares
that Holders may receive on Conversion on the Scheduled
Conversion Date may be higher or lower than in this example. In
addition, if the total number of Ordinary Shares to be allotted and
issued in respect of a Holder’s aggregate holding of Notes includes
a fraction of an Ordinary Share, that fraction of an Ordinary Share
will be disregarded. This has not been considered in the example in
this Section 2.2.7.
Westpac
Capital
Notes 8
Terms
clause 9.1
2.2.8 What if I
do not wish
to receive
Ordinary
Shares or if I
am prohibited
or restricted
from receiving
Ordinary
Shares?
If you do not wish to receive Ordinary Shares, you can notify
Westpac of this at any time but no less than 15 Business Days prior
to the Conversion Date. If Conversion occurs and you have notified
Westpac that you do not wish to receive Ordinary Shares, or if
you are an Ineligible Holder
10
, then Westpac will issue the relevant
number of Ordinary Shares
11
to the Sale Agent who will hold the
Ordinary Shares on trust for sale for your benefit
12
. At the first
reasonable opportunity, the Sale Agent will arrange for the sale
of the Ordinary Shares on your behalf and pay the proceeds less
selling costs, brokerage, stamp duty and other taxes and charges, to
you. No guarantee is given in relation to the timing or price at which
any sale will occur or whether a sale can be achieved.
Westpac
Capital Notes
8 Terms
clause 9.10
Note:
10. Westpac will treat a Holder as not being an Ineligible Holder unless the Holder has otherwise notified it after the Issue Date and prior to the
Conversion Date.
11. See Sections 5.1.9 and 5.1.10 regarding risks associated with Conversion or Termination of rights where Conversion does not occur following a
Capital Trigger Event or Non-Viability Trigger Event which may impact the number of Ordinary Shares issued to the Sale Agent and that would
be available to be sold for the benefit of a Holder who elects not to receive Ordinary Shares or is an Ineligible Holder.
12. If Conversion is occurring because of the occurrence of a Capital Trigger Event or Non-Viability Trigger Event and the Conversion is not effective
and Ordinary Shares are not issued for any reason to the Sale Agent by 5.00pm on the fifth Business Day after the Capital Trigger Event
Conversion Date or Non-Viability Trigger Event Conversion Date (as the case may be), then: (i) those Notes will not be Converted in respect
of such Capital Trigger Event or Non-Viability Trigger Event (as the case may be) and will not be Converted, Redeemed or Transferred on any
subsequent date; and (ii) all rights in relation to those Notes will be terminated immediately on the Capital Trigger Event Conversion Date or
Non-Viability Trigger Event Conversion Date (as the case may be) and Holders will lose all of the value of their investment in those Notes and
they will not receive any compensation or unpaid Distributions.

1
3
8
5
APPENDIX B
2
7
4
APPENDIX A
6
27WESTPAC CAPITAL NOTES 8
SECTION 2 Information about Westpac Capital Notes 8
2.3 Optional Redemption and optional Transfer
TopicSummary
Further
information
2.3.1 Westpac’s
option to
Redeem or
Transfer the
Westpac
Capital
Notes 8
Westpac may elect to:
• Redeem all or some of the Notes on 21 September 2029,
21 December 2029, 21 March 2030 or 21 June 2030;
• Transfer all or some of the Notes on 21 September 2029,
21 December 2029, 21 March 2030 or 21 June 2030; or
• Redeem or Transfer all of the Notes following a Tax Event or
Regulatory Event.
Redemption is subject to Westpac receiving APRA’s prior written
approval. There can be no certainty that APRA will provide its prior
written approval.
Westpac
Capital Notes
8 Terms
clauses 7,
8 and 16.2
(definition
of “Tax
Event” and
“Regulatory
Event”)
2.3.2 Tax EventA Tax Event will occur if Westpac determines, after receiving a
supporting opinion of reputable legal counsel or other tax adviser in
Australia experienced in such matters, that (as a result of a Change
of Law) there is a more than insubstantial risk that:
• Westpac would be exposed to a more than de minimis adverse
tax consequence or increased cost in relation to the Notes; or
• any Distribution would not be a frankable distribution within the
meaning of Division 202 of the Tax Act.
A Tax Event will not arise where, at the Issue Date, Westpac
expected the event would occur.
Section 2.1.6
and Westpac
Capital Notes
8 Terms
clause 16.2
(definition of
“Tax Event”)
2.3.3 Regulatory
Event
Broadly, a Regulatory Event will occur if Westpac determines, after
receiving a supporting opinion of reputable legal counsel in Australia
experienced in such matters or confirmation from APRA that, as a
result of a change of law or regulation after the Issue Date:
• more than de minimis additional requirements would be imposed
on the Westpac Group or there would be a more than de
minimis negative impact on the Westpac Group in relation to
(or in connection with) Notes which Westpac determines to be
unacceptable; or
• Westpac will not be entitled to treat some or all of the Notes as
Additional Tier 1 Capital of the Westpac Group.
A Regulatory Event will not arise where, at the Issue Date, Westpac
expected the event would occur.
Westpac
Capital Notes
8 Terms
clause 16.2
(definition of
“Regulatory
Event”)
2.3.4 Meaning of
Redemption
Redemption means Westpac will pay to Holders the Face Value
(initially $100 per Note) for each Note Redeemed.
Westpac may only Redeem Notes if it replaces them with capital
of the same or better quality (and the replacement is done under
conditions that are sustainable for the income capacity of Westpac)
or obtains confirmation that APRA is satisfied that Westpac does
not have to replace the Notes.
Holders cannot request Redemption of their Notes.
Westpac
Capital Notes
8 Terms
clauses 7
and 16.2
(definition of
“Redemption”)
2.3.5 Meaning of
Transfer
Transfer means Westpac will arrange for a Nominated Party to
undertake to purchase Notes from Holders for the Face Value. On
Transfer, Holders will receive the Face Value (initially $100 per Note)
for each Note from the Nominated Party, paid in cash.
• If the Nominated Party does not pay the Face Value to Holders
on the Transfer Date of 21 September 2029, 21 December 2029,
21 March 2030 or 21 June 2030, or on a Transfer Date following a
Tax Event or Regulatory Event, the Transfer will not proceed and
Holders will continue to hold their Notes.
• The Nominated Party means one or more third parties selected
by Westpac in its absolute discretion, which cannot be a member
of the Westpac Group or a related entity (as described in the
Prudential Standards) of Westpac.
Holders cannot request a Transfer of Notes.
Westpac
Capital Notes
8 Terms
clauses 8
and 16.2
(definitions
of “Transfer”
and
“Nominated
Party”)

28WESTPAC CAPITAL NOTES 8
SECTION 2 Information about Westpac Capital Notes 8
TopicSummary
Further
information
2.4.1 When does
Westpac have
an option
to Convert
Westpac
Capital
Notes 8?
Subject to satisfaction of the Optional Conversion Restriction,
Westpac may elect to Convert:
• all or some of the Notes on 21 September 2029, 21 December
2029, 21 March 2030 or 21 June 2030; or
• all of the Notes following a Tax Event or Regulatory Event.
Westpac
Capital
Notes 8
Terms
clauses 6
and 16.2
(definition
of “Tax
Event” and
“Regulatory
Event”)
Sections
2.3.2 and
2.3.3
2.4.2 Restrictions
or conditions
on Optional
Conversion
There are two types of restrictions or conditions that apply to
Optional Conversion:
1. A restriction that may prevent Westpac from choosing to
Convert the Notes (i.e. from sending an Optional Conversion
Notice to Holders)
• The Optional Conversion Restriction applies to Optional
Conversion such that Westpac may not elect to Convert the
Notes if on the second Business Day before the date on which
Westpac is to send an Optional Conversion Notice the VWAP
of Ordinary Shares is:
–less than or equal to 56.12% of the Issue Date VWAP, where
Westpac chooses to Convert the Notes on an Optional
Conversion Date of 21 September 2029, 21 December 2029,
21 March 2030 or 21 June 2030; and
–less than or equal to 22.20% of the Issue Date VWAP, where
Westpac chooses to Convert the Notes on an Optional
Conversion Date following a Tax Event or Regulatory Event.
2. A condition that may prevent Westpac from Converting the
Notes on the Optional Conversion Date
• Once an Optional Conversion Notice has been sent, Westpac
may still be prevented from Converting the Notes by the
operation of the Second Scheduled Conversion Condition,
which is deemed to apply to Optional Conversion as though
the proposed Optional Conversion Date were a Scheduled
Conversion Date.
• The Second Scheduled Conversion Condition otherwise
applies as set out in Section 2.2.3, except that in the case of
Optional Conversion on an Optional Conversion Date following
a Tax Event or Regulatory Event, it applies as if the reference
to 50.51% referred to 20.20% of the Issue Date VWAP.
The percentages used in the restrictions and conditions in this
Section 2.4.2 for Optional Conversion are derived from market
precedents and the cap on the number of Ordinary Shares that are
permitted to be issued under the Prudential Standards and ratings
guidance.
Westpac
Capital Notes
8 Terms
clauses 6.3,
6.4 and 6.5
2.4.3 Number of
Ordinary
Shares
Holders will
receive on
an Optional
Conversion
Date
If the Notes are Converted on an Optional Conversion Date,
Holders will receive a variable number of Ordinary Shares on the
Conversion Date equal to the Conversion Number calculated in
the same manner as if Conversion was occurring on the Scheduled
Conversion Date (see Section 2.2.7), except that the VWAP Period
will be 20 Business Days on which trading in Ordinary Shares
took place immediately preceding, but not including, the Optional
Conversion Date.
Section 2.2.7
Westpac
Capital Notes
8 Terms
clause 16.2
(definition
of “VWAP
Period”)
2.4 Optional Conversion

1
3
8
5
APPENDIX B
2
7
4
APPENDIX A
6
29WESTPAC CAPITAL NOTES 8
SECTION 2 Information about Westpac Capital Notes 8
TopicSummary
Further
information
2.4.4 Consequences
if Conversion
does not
occur on
an Optional
Conversion
Date
If Westpac chooses to Convert the Notes (and gives an Optional
Conversion Notice to Holders) but the Second Scheduled Conversion
Condition (applied as described in Section 2.4.2) prevents Conversion
from occurring on the Optional Conversion Date, Westpac will notify
Holders and the Conversion will be deferred until the first Distribution
Payment Date on which the Scheduled Conversion Conditions
are satisfied as if that Distribution Payment Date was a Scheduled
Conversion Date (the “Deferred Conversion Date”). The Scheduled
Conversion Conditions apply to Conversion on the Deferred
Conversion Date except that in the case of a Tax Event or Regulatory
Event, the Second Scheduled Conversion Condition will apply as if it
referred to 20.20% of the Issue Date VWAP.
Westpac
Capital Notes
8 Terms
clause 6.6
2.5 Automatic Conversion – Capital Trigger Event and Non-
Viability Trigger Event
TopicSummary
Further
information
2.5.1 Automatic
Conversion
of Westpac
Capital Notes
8 – Capital
Trigger Event
and Non-
Viability
Trigger Event
Westpac must Convert all or some of the Notes following a:
• Capital Trigger Event; or
• Non-Viability Trigger Event.
The Scheduled Conversion Conditions do not need to be satisfied
following a Capital Trigger Event or Non-Viability Trigger Event.
The proportion of Notes that will be Converted in these
circumstances will be the number of Notes (or the percentage of
the Face Value of the Notes) as is necessary to satisfy APRA that
Westpac will no longer be non-viable (in the case of a Non-Viability
Trigger Event) or be dependent on restoration of Westpac’s
Common Equity Tier 1 Capital Ratio to above 5.125% (either or
both on a Level 1 or Level 2 basis, as the case may be) (in the case
of a Capital Trigger Event). Where a Non-Viability Trigger Event
occurs because APRA has determined that without a public sector
injection of capital, or equivalent support, Westpac would become
non-viable, all Notes must be Converted at their full Face Value.
If Conversion does not occur for any reason following a Capital
Trigger Event or Non-Viability Trigger Event and Ordinary Shares
are not issued for any reason by 5.00pm (Sydney time) on the fifth
Business Day after the Capital Trigger Event Conversion Date or
Non-Viability Trigger Event Conversion Date (as the case may be),
then:
• those Notes will not be Converted in respect of such Capital
Trigger Event or Non-Viability Trigger Event (as the case may
be) and will not be Converted, Redeemed or Transferred on any
subsequent date; and
• the Holder’s rights in relation to those Notes will be immediately
and irrevocably terminated on the Capital Trigger Event
Conversion Date or Non-Viability Trigger Event Conversion Date
(as the case may be), and Holders will lose all of the value of
their investment in those Notes and they will not receive any
compensation or unpaid Distributions.
If Westpac is required to Convert some of the Notes following a
Capital Trigger Event or Non-Viability Trigger Event, Westpac must
treat Holders on an approximate pro-rata basis among themselves
and other holders of Relevant Securities or in a manner that is
otherwise, in the opinion of Westpac, fair and reasonable. This is
subject to such adjustments as Westpac may determine to take into
account the effect on marketable parcels of Notes and the need to
round to whole numbers of Ordinary Shares and the face value of
any Notes or other Relevant Securities remaining on issue and the
need to effect the conversion, write-off or write-down immediately,
provided that such determination does not impede the immediate
Conversion of the relevant number of Notes.
Westpac
Capital
Notes 8
Terms
clauses 5.2
to 5.8

30WESTPAC CAPITAL NOTES 8
SECTION 2 Information about Westpac Capital Notes 8
TopicSummary
Further
information
2.5.2 Capital
Trigger Event
A Capital Trigger Event will occur when Westpac determines,
or APRA notifies Westpac in writing that it believes, Westpac’s
Common Equity Tier 1 Capital Ratio is equal to or less than 5.125% on
either or both a Level 1 or Level 2 basis.
Upon a Capital Trigger Event occurring, Westpac must Convert (or
otherwise, if Conversion does not occur for any reason and Ordinary
Shares are not issued for any reason by 5.00pm (Sydney time) on
the fifth Business Day after the Capital Trigger Event Conversion
Date, terminate the rights attaching to), that number of the Notes
(or such percentage of the Face Value of the Notes) as is sufficient
(taking into consideration any conversion, write-off or write down of
other Relevant Securities) to return either or both the Westpac Level
1 Common Equity Tier 1 Capital Ratio or Westpac Level 2 Common
Equity Tier 1 Capital Ratio (as the case may be) to above 5.125%.
Westpac’s Common Equity Tier 1 Capital Ratio on a Level 2 basis
of 12.3% as at 31 March 2021 equates to a surplus of $31.0 billion
of Common Equity Tier 1 Capital above the Capital Trigger Event
level of 5.125%. Westpac’s Common Equity Tier 1 Capital Ratio on
a Level 1 basis of 12.6% as at 31 March 2021 equates to a surplus
of $31.5 billion of Common Equity Tier 1 Capital above the Capital
Trigger Event level of 5.125%.
Following the finalisation of the Prudential Standards described
in Section 4.2.3, Westpac’s Common Equity Tier 1 Capital Ratio,
and the surplus of Common Equity Tier 1 Capital Westpac holds
above the Capital Trigger Event level of 5.125%, the Distribution
Restriction Trigger of 8% and for illustrative purposes the 10.5%
unquestionably strong benchmark may differ from current levels.
In addition, given Westpac’s excess capital and franking credits, the
Board will consider a return of capital, with an update expected at
Westpac’s 2021 full year financial results. This may also have the
effect of reducing Westpac’s Common Equity Tier 1 Capital Ratio
and the buffer above the Capital Trigger Event level of 5.125% and
Distribution Restriction Trigger of 8.0% which increases the risk of
Conversion of the Notes and/or non-payment of Distributions on
the Notes.
See Sections 4.2.4 to 4.2.5 for more information about Westpac’s
Common Equity Tier 1 Capital Ratio.
The graph in this Section 2.5.2 illustrates the historical Common
Equity Tier 1 Capital Ratio of Westpac on a Level 1 and Level 2 basis.
Westpac’s Common Equity Tier 1 Capital Ratio
(Level 1 and Level 2 basis) (%)
Sep-16Mar-17Sep-17Mar-18Sep-18Mar-19Sep-19Sep-20Mar-20
5.125%
9.7%
9.5%
10.2%
10.0%
10.4%
10.6%
10.4%
10.5%
10.5%
10.6%
10.7%
10.6%
11.0%
10.7%
11.1%
10.8%
Level 1
12.6%
Level 2
12.3%
CET 1 ratio - Level 1CET1 ratio - Level 2AT1 Trigger
11.4%
11.1%
Mar-21
The graph in this Section 2.5.2 is for illustrative purposes only and
does not indicate, guarantee or forecast Westpac’s Common Equity
Tier 1 Capital Ratio. The ratio may be higher or lower and may
be affected by regulatory change, changes in the level of capital,
changes in RWA calculations, and/or unexpected events affecting
Westpac’s business, operations and financial condition.
Sections
4.1.5, 4.2.4
and 4.2.5
Westpac
Capital Notes
8 Terms
clauses 5.1,
5.2, 5.7, 5.8
and 9.1

1
3
8
5
APPENDIX B
2
7
4
APPENDIX A
6
31WESTPAC CAPITAL NOTES 8
SECTION 2 Information about Westpac Capital Notes 8
TopicSummary
Further
information
2.5.3 Non-Viability
Trigger Event
A Non-Viability Trigger Event will occur when APRA notifies
Westpac in writing that it believes Conversion of the Notes (or
conversion, write-off or write down of other capital instruments
of the Westpac Group) or a public sector injection of capital, or
equivalent support, is necessary because, without it, Westpac would
become non-viable.
Upon a Non-Viability Trigger Event occurring, Westpac must
Convert (or otherwise, if Conversion does not occur for any reason
and Ordinary Shares are not issued for any reason by 5.00pm
(Sydney time) on the fifth Business Day after the Non-Viability
Trigger Event Conversion Date, terminate the rights attaching to),
that number of the Notes (or such percentage of the Face Value
of the Notes) as is necessary (when added to the amount of any
other Relevant Securities converted, written-off or written down)
to satisfy APRA that Westpac will no longer be non-viable. Where a
Non-Viability Trigger Event occurs because APRA has determined
that without a public sector injection of capital, or equivalent
support, Westpac would become non-viable, all Notes must be
Converted at their full Face Value.
Whether a Non-Viability Trigger Event will occur is at the discretion
of APRA. APRA has not provided specific guidance on when it
will consider an entity to be non-viable and there are currently no
Australian precedents for this. However, APRA has indicated that
non-viability is likely to arise prior to insolvency. Non-viability could
be expected to include situations in which an entity is suffering from
significant financial stress or cannot raise money in the public or
private market.
Westpac
Capital Notes
8 Terms
clauses 5.3,
5.4, 5.7, 5.8
and 9.1
2.5.4 How many
Ordinary
Shares will
I receive on
Conversion
following
a Capital
Trigger
Event or
Non-Viability
Trigger Event?
If Notes are Converted following a Capital Trigger Event or
Non-Viability Trigger Event then in respect of each Note that is
Converted, Holders will receive a number of Ordinary Shares equal
to the lower of:
• the Maximum Conversion Number (which, applied on a
Conversion of this kind, is based on an Ordinary Share price that
reflects 20% of the Ordinary Share price at the time of issue of
the Notes); and
• the Conversion Number calculated in the same manner as if
Conversion was occurring on the Scheduled Conversion Date
(see Section 2.2.7) except that the VWAP Period will be the
5 Business Days in which trading of Ordinary Shares took place
immediately preceding, but not including, the Capital Trigger
Event Conversion Date or Non-Viability Trigger Event Conversion
Date, as applicable.
In addition, the Conversion of Notes into Ordinary Shares on a
Capital Trigger Event Conversion Date or Non-Viability Trigger
Event Conversion Date is not subject to the Scheduled Conversion
Conditions being satisfied. This means that, due to the application
of the Maximum Conversion Number, depending on the market
price of Ordinary Shares at the time, Holders may (in the case of
a Capital Trigger Event) and are likely to (in the case of a Non-
Viability Trigger Event) receive significantly less than approximately
$101.01 per Note (based on the Initial Face Value of $100 per Note).
If Holders receive Ordinary Shares worth less than the Face Value of
the Notes, they will suffer loss as a consequence. The value received
may be nothing if Conversion does not occur for any reason and
Ordinary Shares are not issued for any reason by 5.00pm (Sydney
time) on the fifth Business Day after the Capital Trigger Event
Conversion Date or Non-Viability Trigger Event Conversion Date (as
the case may be).
Westpac
Capital Notes
8 Terms
clauses 5.5,
5.7, 9.1
and 16.2
(definition
of “VWAP
Period”)

32WESTPAC CAPITAL NOTES 8
SECTION 2 Information about Westpac Capital Notes 8
TopicSummary
Further
information
2.5.5 Is there a
limit on the
number of
Ordinary
Shares I will
receive on
Conversion
following
a Capital
Trigger
Event or
Non-Viability
Trigger Event?
Yes. The Maximum Conversion Number is used to limit the number
of Ordinary Shares to be issued on Conversion following a Capital
Trigger Event or Non-Viability Trigger Event.
The example in this Section 2.5.5 illustrates how many Ordinary
Shares may be issued for each Note on Conversion following a
Capital Trigger Event or Non-Viability Trigger Event, assuming a
VWAP of $3.00 and an Issue Date VWAP of $25.00. This example
is for illustrative purposes only. The actual VWAP, Issue Date
VWAP and Maximum Conversion Number may be higher or lower
than provided in this example, and may be adjusted in certain
circumstances as outlined in the Westpac Capital Notes 8 Terms.
Step 1 - Calculate the Conversion Number of Ordinary Shares for
each Note
Face Value$100.00
Divide by 0.99 x VWAP$2.97
Ordinary Shares per Note33.6700
Step 2 - Calculate the Maximum Conversion Number for each Note
applicable to Conversion in the case of a Capital Trigger Event or
Non-Viability Trigger Event
Face Value$100.00
Divide by 0.20 x Issue Date VWAP$5.00
Ordinary Shares per Note20.0000
Step 3 - Assess the effect of the Maximum Conversion Number
In this example, the Maximum Conversion Number is lower than
the Conversion Number of Ordinary Shares for each Note. As a
result, the number of Ordinary Shares a Holder would receive for
each Note would be limited to the Maximum Conversion Number
of Ordinary Shares for each Note. For example, a Holder of a single
Note would receive 20 Ordinary Shares on Conversion in the case
of a Capital Trigger Event or Non-Viability Trigger Event (any
fraction of an Ordinary Share to be allotted in respect of a Holder’s
aggregate holding of Notes will be disregarded). If those Ordinary
Shares were sold on ASX at the same price as the VWAP (being
$3.00), the Holder would receive $60.00, thereby suffering a loss of
$40.00 on their investment of $100.00 on the Initial Face Value of
the Note.
The Maximum Conversion Number will be announced by Westpac to
ASX at the time of issue of the Notes.
The Maximum Conversion Number may be adjusted up or
down to reflect transactions affecting the capital of Westpac
(including bonus issues, share splits, consolidations or other similar
transactions not involving any cash payment (or the giving of any
other form of consideration) to or by holders of Ordinary Shares)
as set out in the Westpac Capital Notes 8 Terms. The Maximum
Conversion Number will not be adjusted to reflect other transactions
which may affect the price of Ordinary Shares, including, for
example, rights issues, returns of capital, buy-backs, special
dividends, demergers and other corporate actions.
Westpac
Capital Notes
8 Terms
clauses 9.1 to
9.8

1
3
8
5
APPENDIX B
2
7
4
APPENDIX A
6
33WESTPAC CAPITAL NOTES 8
SECTION 2 Information about Westpac Capital Notes 8
TopicSummary
Further
information
2.5.6 What happens
if Westpac
does not issue
Ordinary
Shares for
any reason
following
a Capital
Trigger
Event or
Non-Viability
Trigger Event?
If for any reason Conversion of Notes does not occur (including,
for example, due to applicable law, order of a court or action of any
government authority, including regarding the insolvency, Winding
Up or other external administration of Westpac, as a result of
Westpac’s inability or failure to comply with its obligations under
the terms and conditions of the Notes in relation to Conversion,
or as a result of operational delays (for example, due to COVID-19
related restrictions on access to facilities and systems of Westpac
and/or its agents)) and the Ordinary Shares are not issued for any
reason by 5.00pm (Sydney time) on the fifth Business Day after the
Capital Trigger Event Conversion Date or Non-Viability Trigger Event
Conversion Date (as the case may be), then:
• those Notes will not be Converted in respect of such Capital
Trigger Event or Non-Viability Trigger Event (as the case may
be) and will not be Converted, Redeemed or Transferred on any
subsequent date; and
• all rights in relation to those Notes will be terminated immediately
on the Capital Trigger Event Conversion Date or Non-Viability
Trigger Event Conversion Date (as the case may be), and Holders
will lose all of the value of their investment in those Notes and
they will not receive any compensation or unpaid Distributions.
Westpac
Capital
Notes 8
Terms
clause 5.8
2.6 Automatic Conversion – Acquisition Event
TopicSummary
Further
information
2.6.1 Automatic
Conversion
of Westpac
Capital
Notes 8 –
Acquisition
Event
Westpac must Convert all of the Notes following an Acquisition
Event subject to a modified application of the Second Scheduled
Conversion Condition (see Section 2.6.3).
Westpac
Capital Notes
8 Terms
clause 5.9
2.6.2 Acquisition
Event
An Acquisition Event will occur where:
• a takeover bid is made for Ordinary Shares and certain conditions
are satisfied; or
• a scheme of arrangement is proposed and approved and certain
conditions are satisfied.
However, an Acquisition Event will not have occurred where
Westpac is replaced as the ultimate holding company of the
Westpac Group by an Approved Successor in accordance with the
Westpac Capital Notes 8 Terms.
Westpac
Capital Notes
8 Terms
clause 16.2
(definition of
“Acquisition
Event”)
2.6.3 Conditions on
Conversion
following an
Acquisition
Event
The Second Scheduled Conversion Condition will apply in a
modified form following an Acquisition Event such that Conversion
will not occur unless the VWAP of Ordinary Shares during the
20 Business Days
13
before (but not including) the Acquisition Event
Conversion Date is greater than 20.20% of the Issue Date VWAP.
Westpac
Capital Notes
8 Terms
clauses
4.2(a)(ii) and
5.9(b)
Note:
13. If trading in Ordinary Shares after an Acquisition Event occurs for less than 20 Business Days, the VWAP Period will be the number of Business
Days after the occurrence of the Acquisition Event on which trading in Ordinary Shares takes place, immediately preceding, but not including,
the Business Day before the Acquisition Event Conversion Date.

34WESTPAC CAPITAL NOTES 8
SECTION 2 Information about Westpac Capital Notes 8
TopicSummary
Further
information
2.6.4 How many
Ordinary
Shares will
I receive on
Conversion
following an
Acquisition
Event?
If Notes are Converted following an Acquisition Event, Holders will
receive a variable number of Ordinary Shares on the Conversion
Date equal to the Conversion Number calculated in the same
manner as if Conversion was occurring on the Scheduled Conversion
Date (see Section 2.2.7), subject to the following adjustments:
• the VWAP Period will be the 20 Business Days
14
on which trading
in Ordinary Shares took place immediately preceding, but not
including, the Acquisition Event Conversion Date;
• the First Scheduled Conversion Condition will not apply; and
• the Second Scheduled Conversion Condition will be applied as if
the reference to 50.51% were a reference to 20.20%.
Section 2.2.7
Westpac
Capital Notes
8 Terms
clauses
5.9(b), 9.1
and 16.2
(definition
of “VWAP
Period”)
2.7 Ranking of the Westpac Capital Notes 8 in a Winding Up
TopicSummary
Further
information
2.7.1 Ranking of
Westpac
Capital Notes
8 in a Winding
Up
In the event of a Winding Up (and assuming the Notes are still on
issue and have not been Redeemed or Converted or otherwise had
the rights attaching to them terminated following a Capital Trigger
Event or Non-Viability Trigger Event), the right of Holders to receive
a return of capital will rank ahead of Ordinary Shares, equally
among themselves and with Equal Ranking Capital Securities, but
subordinated to Senior Creditors. The ranking of the Notes in a
Winding Up will be adversely affected if a Capital Trigger Event or
a Non-Viability Trigger Event occurs. It is likely that such an event
would occur prior to a Winding Up, requiring the Conversion of
Notes. If Conversion has occurred, Holders will hold Ordinary Shares
and will rank equally with other holders of Ordinary Shares.
However, if for any reason Conversion of Notes following a Capital
Trigger Event or Non-Viability Trigger Event does not occur
(including, for example, due to applicable law, order of a court
or action of any government authority, including regarding the
insolvency, Winding Up or other external administration of Westpac,
as a result of Westpac’s inability or failure to comply with its
obligations under the terms and conditions of the Notes in relation
to Conversion, or as a result of operational delays (for example, due
to COVID-19 related restrictions on access to facilities and systems
of Westpac and/or its agents)) and the Ordinary Shares are not
issued for any reason by 5.00pm (Sydney time) on the fifth Business
Day after the Capital Trigger Event Conversion Date or Non-Viability
Trigger Event Conversion Date (as the case may be), then:
• those Notes will not be Converted in respect of such Capital
Trigger Event or Non-Viability Trigger Event (as the case may
be) and will not be Converted, Redeemed or Transferred on any
subsequent date; and
• all rights in relation to those Notes will be terminated immediately
on the Capital Trigger Event Conversion Date or Non-Viability
Trigger Event Conversion Date (as the case may be).
Sections 1.4,
5.1.11, 5.1.12,
5.1.25 and
5.1.26
Westpac
Capital Notes
8 Terms
clauses 2,
5.8, 9.9 and
13.4
Note:
14. If trading in Ordinary Shares after an Acquisition Event occurs for less than 20 Business Days, the VWAP Period will be the number of Business
Days after the occurrence of the Acquisition Event on which trading in Ordinary Shares takes place, immediately preceding, but not including,
the Business Day before the Acquisition Event Conversion Date.

1
3
8
5
APPENDIX B
2
7
4
APPENDIX A
6
35WESTPAC CAPITAL NOTES 8
SECTION 2 Information about Westpac Capital Notes 8
TopicSummary
Further
information
2.7.1 Ranking of
Westpac
Capital Notes
8 in a Winding
Up
(continued)
In these circumstances, Holders will lose all of the value of
their investment in those Notes and they will not receive any
compensation or unpaid Distributions and those Notes will have no
ranking in a Winding Up.
For a diagrammatic representation of the way Notes will rank on a
Winding Up, see Section 1.4.
For the potential effect on the assets of Westpac available to meet
the claims of a Holder in a Winding Up where Westpac is replaced
by an Approved Successor as the ultimate holding company of the
Westpac Group, see Section 5.1.25.
2.8.1 Approved
Successor
Where Westpac is replaced as the ultimate holding company
of the Westpac Group by an Approved Successor and certain
other conditions are satisfied, Conversion of the Notes will not
be triggered but Westpac may instead be allowed to make
amendments (provided APRA’s prior written approval is obtained)
to substitute the Approved Successor as the debtor of the Notes
and the issuer of ordinary shares issued on Conversion and to make
certain other amendments to the Westpac Capital Notes 8 Terms.
Accordingly, if:
• Westpac is replaced by an Approved Successor as the ultimate
holding company of the Westpac Group; and
• a substitution of the Approved Successor as the debtor of the
Notes and the issuer of ordinary shares on Conversion is effected
under the Westpac Capital Notes 8 Terms,
Holders will be obliged to accept Approved Successor Shares on
Conversion, and will not receive Ordinary Shares on Conversion.
Westpac
Capital Notes
8 Terms
clauses 5.10
and 13.4
2.8.2 No restriction
on future
issues of
securities by
Westpac
Westpac may issue other securities, including further Notes, or
other Capital Securities that rank equally with, ahead of or behind
the Notes whether in respect of distributions, dividends, return
of capital or principal in a Winding Up or otherwise, without the
approval of Holders.
Section 5.1.24
Westpac
Capital Notes
8 Terms
clause 14.2
2.8.3 Participation
in future
issues of
securities by
Westpac
The Notes do not carry a right for Holders to participate in new
issues of Westpac securities.
Westpac
Capital Notes
8 Terms
clause 14.7
2.8.4 No set-offNeither Westpac nor any Holder is entitled to set-off any amounts
due in respect of the Notes against any amount of any nature
owed by Westpac to the Holder or by the Holder to Westpac (as
applicable).
Westpac
Capital Notes
8 Terms
clause 14.3
2.8.5 Voting rightsHolders have no right to vote at any general meeting of Westpac
before Conversion.
Holders have certain voting rights which can be exercised at a
meeting of Holders, as set out in the Notes Deed Poll.
Following Conversion, Holders will become holders of Ordinary
Shares and have the voting rights that attach to Ordinary Shares.
Section 7.4.4
Westpac
Capital Notes
8 Terms
clause 14.7
2.8 Other key features of the Westpac Capital Notes 8

36WESTPAC CAPITAL NOTES 8
SECTION 2 Information about Westpac Capital Notes 8
TopicSummary
Further
information
2.8.6 Notes Deed
Poll
A trustee has not been appointed for the Notes. Instead, a Notes
Deed Poll will be made by Westpac in favour of each person who is
from time to time a Holder.
The Notes Deed Poll will contain:
• the agreement of Westpac to observe its obligations as set out in
the Westpac Capital Notes 8 Terms;
• an obligation on Westpac to appoint the Registrar and procure
the Registrar to establish and maintain a Westpac Capital Notes 8
Register; and
• provisions for meetings of Holders.
Holders will be bound by the terms of the Notes Deed Poll, the
Westpac Capital Notes 8 Terms and this Prospectus when Notes are
Allotted or transferred to them or they purchase Notes.
The Registrar will hold the original executed Notes Deed Poll on
behalf of Holders. Each Holder can enforce the obligations of
Westpac under the Notes Deed Poll and the Westpac Capital Notes
8 Terms independently of the Registrar and each other Holder.
The Notes Deed Poll is expected to be executed by Westpac on or
around the date of the Bookbuild. An electronic copy of the final
form of the Notes Deed Poll can be viewed and downloaded from
Westpac’s website at westpac.com.au/westpaccapnotes8. The final
form of the Notes Deed Poll is incorporated by reference into this
Prospectus.
See the final
form of the
Notes Deed
Poll, available
at Westpac’s
website at
westpac.
com.au/
westpaccap
notes8

Reinvestment
Offer for
Westpac Capital
Notes 4
CAUTION – Westpac Capital Notes 8 are not deposit liabilities of Westpac, are riskier than bank deposits and may not be suitable
for some investors. Their complexity may make them difficult to understand and the risks associated with the Notes could result in
the loss of all of your investment. If you do not fully understand how they work or the risks associated with them, you should obtain
professional advice.
SECTION 3
This Section sets out:
3.1 Overview of Westpac Capital Notes 4 and the Reinvestment Offer
3.2 Key details of the Reinvestment Offer
3.3 Options for Westpac Capital Notes 4 holders
3.4 Key differences between Westpac Capital Notes 4 and Westpac Capital Notes 8
3.5 Risks associated with the Reinvestment Offer
3.6 Further information about Westpac Capital Notes 4 and the Reinvestment Offer
37WESTPAC CAPITAL NOTES 8
1
6
3
8
5
APPENDIX B
2
7
4
APPENDIX A

38WESTPAC CAPITAL NOTES 8
SECTION 3 Reinvestment Offer for Westpac Capital Notes 4
3.1 Overview of Westpac Capital Notes 4 and the Reinvestment
Offer
TopicSummary
3.1.1 What are
Westpac
Capital
Notes 4?
Westpac Capital Notes 4 are fully paid, non-cumulative, convertible, transferable,
redeemable, subordinated, perpetual, unsecured notes issued by Westpac. Westpac
Capital Notes 4 were issued on 30 June 2016 and trade on ASX under the code
WBCPG.
3.1.2 What is
happening
to Westpac
Capital
Notes 4?
On 20 December 2021, Westpac has the option under the Westpac Capital Notes 4
Terms to:
• redeem all or some Westpac Capital Notes 4 for their face value of $100 (subject
to APRA’s prior written approval, which may or may not be given); and/or
• arrange for the transfer of all or some Westpac Capital Notes 4 for their face
value of $100 to a nominated third party selected by Westpac; and/or
• convert all or some Westpac Capital Notes 4 into Ordinary Shares.
Westpac intends to issue a redemption notice to redeem all outstanding Westpac
Capital Notes 4 (for $100 per Westpac Capital Note 4) on 20 December 2021. The
redemption notice will be lodged on ASX when issued by Westpac.
3.1.3 What is the
Reinvestment
Offer?
The Reinvestment Offer is an opportunity for Eligible Westpac Capital Notes 4
Holders to apply to reinvest all or some of their Westpac Capital Notes 4 in
Westpac Capital Notes 8 (and apply for additional Westpac Capital Notes 8). Any
reinvestment in Westpac Capital Notes 8 will occur before the intended redemption
of Westpac Capital Notes 4 on 20 December 2021.
3.1.4 What is the
difference
between
Participating
Westpac
Capital Notes 4
and Non-
Participating
Westpac
Capital
Notes 4?
Westpac Capital Notes 4 that are reinvested in Westpac Capital Notes 8 under the
Reinvestment Offer are referred to in this Prospectus as Participating Westpac
Capital Notes 4. Westpac Capital Notes 4 that are not reinvested in Westpac
Capital Notes 8 under the Reinvestment Offer are referred to in this Prospectus as
Non-Participating Westpac Capital Notes 4.
3.1.5 What happens
to Participating
Westpac
Capital
Notes 4 upon
reinvestment?
To facilitate the Reinvestment Offer, Westpac lodged a transfer notice in respect
of Participating Westpac Capital Notes 4 only on ASX on 17 August 2021. In
accordance with that transfer notice, any Participating Westpac Capital Notes 4 will
be transferred to the Westpac Capital Notes 4 Nominated Party on 15 September
2021 and the transfer proceeds ($100 per Participating Westpac Capital Note 4)
will be automatically applied towards the subscription for Westpac Capital Notes
8. Participating Westpac Capital Notes 4 Holders will be Allocated one Westpac
Capital Note 8 for each Participating Westpac Capital Note 4.
3.1.6 What happens
to Non-
Participating
Westpac
Capital
Notes 4?
Any Non-Participating Westpac Capital Notes 4 will remain on issue following
completion of the Reinvestment Offer and will be dealt with in accordance with
the Westpac Capital Notes 4 Terms. All rights attaching to the Non-Participating
Westpac Capital Notes 4 will continue, including to any distributions determined to
be paid.
If Non-Participating Westpac Capital Notes 4 are redeemed by Westpac on
20 December 2021 as intended by Westpac (see Section 3.1.2), the redemption
proceeds ($100 per Non-Participating Westpac Capital Note 4) will be paid to
Non-Participating Westpac Capital Notes 4 Holders.

1
6
3
8
5
APPENDIX B
2
7
4
APPENDIX A
39WESTPAC CAPITAL NOTES 8
SECTION 3 Reinvestment Offer for Westpac Capital Notes 4
3.2 Key details of the Reinvestment Offer
TopicSummary
3.2.1 Who is eligible
to participate
in the
Reinvestment
Offer?
To be eligible to participate in the Reinvestment Offer, Westpac Capital Notes 4
holders must be registered holders of Westpac Capital Notes 4 shown on the
Register at 7.00pm (Sydney time) on the Reinvestment Offer Record Date, being
10 August 2021 as having an address in Australia.
3.2.2 What will
Participating
Westpac
Capital Notes 4
Holders
receive?
Participating Westpac Capital Notes 4 Holders will be Allocated one Westpac Capital
Note 8 for each Participating Westpac Capital Note 4 reinvested on 15 September
2021 and will be entitled to the distributions on Westpac Capital Notes 4 set out in
Option 1 in Section 3.3.
3.2.3 How do I apply
to participate
in the
Reinvestment
Offer?
Please refer to Section 8.2.1 for details of how to apply under the Reinvestment Offer.
3.2.4 Do Applications
received
under the
Reinvestment
Offer have
priority?
Westpac will give priority to Applications received under the Reinvestment Offer
(including Applications made through Syndicate Brokers) when Allocating the
Westpac Capital Notes 8. This priority does not apply to Applications for additional
Westpac Capital Notes 8 by Eligible Westpac Capital Notes 4 Holders (as further
described in Option 1 in Section 3.3).
3.2.5 Can Westpac
Capital Notes 4
be sold after
an Application
under the
Reinvestment
Offer has been
made?
No. Eligible Westpac Capital Notes 4 Holders who apply to participate in the
Reinvestment Offer are taken to agree to a holding lock being placed on their
Westpac Capital Notes 4 elected for reinvestment, pending completion of the
Reinvestment Offer. Once the holding lock has been applied, you will not be able to
dispose of or otherwise successfully deal with those Participating Westpac Capital
Notes 4.
3.2.6 Is any
brokerage or
stamp duty
payable?
No brokerage or stamp duty is payable on the reinvestment of the transfer proceeds
of Participating Westpac Capital Notes 4 under the Reinvestment Offer or an
Application for additional Westpac Capital Notes 8, provided that all Ordinary
Shares are quoted on ASX at that time.

40WESTPAC CAPITAL NOTES 8
SECTION 3 Reinvestment Offer for Westpac Capital Notes 4
3.3 Options for Westpac Capital Notes 4 holders
Eligible Westpac Capital Notes 4 Holders have two options to consider which are described in the table below.
Participation in the Reinvestment Offer is optional for Eligible Westpac Capital Notes 4 Holders.
TopicSummary
Option 1 – Reinvest
all or some of your
Westpac Capital
Notes 4 in Notes
• Eligible Westpac Capital Notes 4 Holders may apply to participate in the
Reinvestment Offer in respect of all or some of their Westpac Capital Notes 4
held on the Reinvestment Offer Record Date. See Section 8.2.1 for details on how
to apply.
• You do not need to submit an Application Payment in respect of Westpac Capital
Notes 4 being reinvested as the transfer proceeds ($100 per Westpac Capital
Note 4) will be automatically reinvested in the equivalent number of Westpac
Capital Notes 8.
• If you choose to reinvest all of your Westpac Capital Notes 4, you may also apply
for additional Westpac Capital Notes 8. You will need to submit an Application
Payment for any additional Westpac Capital Notes 8. See Section 8.2.1 for details
on how to apply.
• You will be paid the First Pro-Rata Westpac Capital Notes 4 Distribution of
$0.7273 on 15 September 2021 for each Participating Westpac Capital Note 4 held
on the record date, being 7 September 2021, provided the distribution payment
conditions in the Westpac Capital Notes 4 Terms are satisfied. This is the last
distribution you will receive on any Participating Westpac Capital Notes 4.
• If you choose not to participate or participate partially in the Reinvestment Offer
in respect of only some of your Westpac Capital Notes 4, please see Option 2
below in respect of any Non-Participating Westpac Capital Notes 4.
Option 2 – Do not
participate in the
Reinvestment Offer
• If you are a Non-Participating Westpac Capital Notes 4 Holder, no further action
is required and you can continue to hold your Non-Participating Westpac Capital
Notes 4, which will be dealt with in accordance with the Westpac Capital Notes 4
Terms.
• Westpac intends to arrange for the redemption of all remaining Westpac Capital
Notes 4 on 20 December 2021. If the intended redemption were to occur, you will
be paid the redemption proceeds of $100 per Non-Participating Westpac Capital
Note 4 that you still hold on that date.
• You will be paid the following distributions on Non-Participating Westpac Capital
Notes 4:
– the First Pro-Rata Westpac Capital Notes 4 Distribution of $0.7273 on
15 September 2021 for each Westpac Capital Note 4 held on the record date,
being 7 September 2021;
– the Second Pro-Rata Westpac Capital Notes 4 Distribution on 30 September
2021 for each Westpac Capital Note 4 held on the record date, being 22
September 2021; and
–the intended Final Westpac Capital Notes 4 Distribution on 20 December
2021 for each Westpac Capital Note 4 held on the record date, being
10 December 2021,
in each case provided that the distribution payment conditions in the Westpac
Capital Notes 4 Terms are satisfied.
• Non-Participating Westpac Capital Notes 4 Holders may choose to sell their
Non-Participating Westpac Capital Notes 4 on ASX at the prevailing market
price, which may be higher or lower than the redemption proceeds of $100 (if the
intended redemption were to occur). The last day of trading for Westpac Capital
Notes 4 is expected to be 8 December 2021. It is also expected that off-market
transfers of Westpac Capital Notes 4 will not be accepted after 10 December 2021.
You may be required to pay applicable brokerage if you choose to sell Westpac
Capital Notes 4 on ASX.

1
6
3
8
5
APPENDIX B
2
7
4
APPENDIX A
41WESTPAC CAPITAL NOTES 8
SECTION 3 Reinvestment Offer for Westpac Capital Notes 4
3.4 Key differences between Westpac Capital Notes 8 and
Westpac Capital Notes 4
The terms and conditions of Westpac Capital Notes 4 and Westpac Capital Notes 8 are similar. However, there are
some key differences between Westpac Capital Notes 4 and the Westpac Capital Notes 8 which you should be
aware of before deciding whether to reinvest your Westpac Capital Notes 4 under the Reinvestment Offer.
The following table describes the key features of Westpac Capital Notes 4 and the Westpac Capital Notes 8 and
highlights the differences between them. This table is not an exhaustive description of the differences between
Westpac Capital Notes 4 and the Westpac Capital Notes 8. If you have any questions about the differences
between Westpac Capital Notes 4 and the Westpac Capital Notes 8, you should seek advice from your financial or
other professional adviser before deciding to invest in the Westpac Capital Notes 8.
Westpac Capital Notes 8Westpac Capital Notes 4
IssuerWestpac
Issue price$100
ASX codeWBCPKWBCPG
Legal formNote – unsecured subordinated debt obligation
DistributionsDiscretionary, non-cumulative,
floating rate Distributions, payable
quarterly in arrear, subject to the
satisfaction of the Distribution
Payment Conditions
Discretionary, non-cumulative,
floating rate distributions, payable
quarterly in arrear, subject to
the satisfaction of distribution
payment conditions
Expected to be fully frankedYe s
Distribution rate(margin + 3 month BBSW rate) x (1 – tax rate)
MarginMargin is expected to be in the
range of 2.90% to 3.10% per
annum and will be determined at
the end of the Bookbuild
margin of 4.90% per annum
Maturity dateNo fixed maturity date but
scheduled to Convert into
Ordinary Shares on 21 June
2032 (subject to satisfaction
of the Scheduled Conversion
Conditions)
No fixed maturity date but
scheduled to convert into
Ordinary Shares on 20 December
2023 (subject to satisfaction of
scheduled conversion conditions)
Redemption at the issuer’s
option (subject to APRA’s prior
written approval)
Yes, on 21 September 2029,
21 December 2029, 21 March 2030
or 21 June 2030, and in certain
specified circumstances (as
described in Section 2.3)
Yes, on 20 December 2021 and in
certain specified circumstances
Transfer to a nominated party at
the issuer’s option
Yes, on 21 September 2029,
21 December 2029, 21 March 2030
or 21 June 2030, and in certain
specified circumstances (see
Section 2.3)
Yes, in respect of Participating
Westpac Capital Notes 4 on
15 September 2021 or in respect
of Non-Participating Westpac
Capital Notes 4 on 20 December
2021
Potential conversion to Ordinary
Shares (other than on a Capital
Trigger Event or Non-Viability
Trigger Event)
Yes, Scheduled Conversion on
21 June 2032 (as described in
Section 2.2), Optional Conversion
(as described in Section 2.4) or
following an Acquisition Event
(as described in Section 2.6),
each being subject to certain
conditions
Yes, scheduled conversion on
20 December 2023, optional
conversion on 20 December
2021 or following occurrence of
a tax event or regulatory event,
or following an acquisition event,
in each case subject to certain
conditions

42WESTPAC CAPITAL NOTES 8
SECTION 3 Reinvestment Offer for Westpac Capital Notes 4
Westpac Capital Notes 8Westpac Capital Notes 4
Conversion to Ordinary Shares
on a Capital Trigger Event or
Non-Viability Trigger Event
Yes, following a Capital Trigger Event or Non-Viability Trigger Event
If a Capital Trigger Event or Non-Viability Trigger Event occurs and
Conversion of the notes does not occur for any reason and Ordinary
Shares are not issued for any reason by 5.00pm (Sydney time) on the
fifth business day after the Capital Trigger Event Conversion Date or
Non-Viability Trigger Event Conversion Date (as the case may be), then
all rights in relation to those notes will be terminated immediately on
the Capital Trigger Event Conversion Date or Non-Viability Trigger Event
Conversion Date (as the case may be) (and holders will lose all of the
value of their investment in those notes and they will not receive any
compensation or unpaid distributions)
In the event of Conversion following a Capital Trigger Event or Non-
Viability Trigger Event the Maximum Conversion Number may limit the
number of Ordinary Shares to be issued. See Section 2.5.5, which applies
equally to Westpac Capital Notes 8 and Westpac Capital Notes 4
Ranking in a Winding Up of
Westpac
If notes are on issue at the time of a Winding Up, they will rank ahead of
Ordinary Shares, equally among themselves and with all Equal Ranking
Capital Securities and behind Senior Creditors (including depositors and
holders of Westpac’s senior or less subordinated debt) of Westpac
However, it is likely that a Capital Trigger Event or Non-Viability Trigger
Event would occur prior to a Winding Up
If notes have been Converted into Ordinary Shares, holders will become
holders of Ordinary Shares and will rank equally with other holders of
Ordinary Shares
If conversion is not possible following a Capital Trigger Event or a
Non-Viability Trigger Event, all rights in relation to those notes will be
terminated immediately on the Capital Trigger Event Conversion Date
or Non-Viability Trigger Event Conversion Date (as the case may be)
and holders will lose all of the value of their investment in those notes. In
these circumstances, those notes will have no ranking in a Winding Up
3.5 Risks associated with the Reinvestment Offer
TopicSummary
3.5.1 What are the
risks associated
with the
Reinvestment
Offer?
The Reinvestment Offer is not a simple rollover into a similar investment. By
participating in the Reinvestment Offer, you will be making an investment in Westpac
Capital Notes 8. For further information about the risks relating to an investment
in Westpac Capital Notes 8 and in Westpac, see Section 5. These risks should be
considered carefully before you apply to reinvest in Westpac Capital Notes 8 under
the Reinvestment Offer or apply for additional Westpac Capital Notes 8.
There are also the risks that you may not receive the full Allocation of Westpac
Capital Notes 8 that you apply for or that the Offer does not proceed (and the
transfer of Participating Westpac Capital Notes 4 does not occur). See Option 2 in
Section 3.3 and Section 3.6.4 for further details.
If following the Reinvestment Offer, you hold both Westpac Capital Notes 8 and
any Non-Participating Westpac Capital Notes 4, you will hold two securities with
different terms and conditions until, as intended by Westpac, your Non-Participating
Westpac Capital Notes 4 are redeemed by Westpac (for $100 per Westpac Capital
Note 4) on 20 December 2021.

1
6
3
8
5
APPENDIX B
2
7
4
APPENDIX A
43WESTPAC CAPITAL NOTES 8
SECTION 3 Reinvestment Offer for Westpac Capital Notes 4
3.6 Further information about Westpac Capital Notes 4 and the
Reinvestment Offer
TopicSummary
3.6.1 Why have
the Westpac
Capital Notes 4
Terms been
amended?
Westpac has amended the Westpac Capital Notes 4 Terms primarily to facilitate the
Reinvestment Offer, in particular to enable:
• the transfer of Participating Westpac Capital Notes 4 to the Westpac Capital
Notes 4 Nominated Party on 15 September 2021 for $100 per Participating
Westpac Capital Note 4;
• the potential redemption or conversion of Participating Westpac Capital Notes
4 following their transfer to the Westpac Capital Notes 4 Nominated Party on
15 September 2021; and
• the payment of the First Pro-Rata Westpac Capital Notes 4 Distribution and the
Second Pro-Rata Westpac Capital Notes 4 Distribution.
The amended Westpac Capital Notes 4 Terms were lodged by Westpac with ASX on
17 August 2021.
3.6.2 How will
payments of
distributions
and transfer
proceeds be
made?
Distribution payments to all Westpac Capital Notes 4 holders will be made in
accordance with your payment instructions recorded on the Register. You may
amend these instructions with the Registrar up to 5.00pm (Sydney time) on the
record date for the relevant payment.
In respect of Participating Westpac Capital Notes 4, transfer proceeds will be
automatically applied towards the subscription for Westpac Capital Notes 8.
3.6.3 What are
the taxation
consequences
of the
Reinvestment
Offer?
Section 6 provides information about the general taxation consequences of
participating in the Reinvestment Offer.
The Australian taxation consequences of participating in the Reinvestment Offer
will depend on your individual circumstances. You should obtain your own taxation
advice before you hold or dispose of Westpac Capital Notes 4.
3.6.4 What happens
if the Offer
does not
proceed?
If you have elected to apply to reinvest all or some of your Westpac Capital Notes 4
under the Reinvestment Offer and the Offer does not proceed, your Westpac Capital
Notes 4 will remain on issue and be dealt with in accordance with the Westpac
Capital Notes 4 Terms. You will be paid:
• the First Pro-Rata Westpac Capital Notes 4 Distribution on 15 September 2021 for
each Westpac Capital Note 4 held on the record date, being 7 September 2021
(provided the distribution payment conditions in the Westpac Capital Notes 4
Terms are satisfied);
• the Second Pro-Rata Westpac Capital Notes 4 Distribution on 30 September 2021
for each Westpac Capital Note 4 held on the record date, being 22 September
2021 (provided the distribution payment conditions in the Westpac Capital Notes
4 Terms are satisfied);
• the redemption proceeds of $100 per Westpac Capital Note 4 you still hold
on 20 December 2021 (provided all remaining Westpac Capital Notes 4 are
redeemed on 20 December 2021 as intended by Westpac); and
• the intended Final Westpac Capital Notes 4 Distribution on 20 December 2021
for each Westpac Capital Note 4 held on the record date for that distribution
(provided the distribution payment conditions in the Westpac Capital Notes 4
Terms are satisfied).
3.6.5 What will
happen if the
redemption
of Non-
Participating
Westpac
Capital Notes 4
does not occur
as intended?
If the redemption in respect of Non-Participating Westpac Capital Notes 4 does
not occur as intended on 20 December 2021 for any reason, the Non-Participating
Westpac Capital Notes 4 will remain on issue and all rights attaching to them will
continue, including to any distributions determined to be paid, until otherwise dealt
with in accordance with the Westpac Capital Notes 4 Terms. See Section 3.4 for a
description of the key features of Westpac Capital Notes 4.