Appendix 3C – Update to buy-back

This appendix is available as an online form
Only use this form if the online version is not available +Rule 3.8A
+ See chapter 19 for defined terms
5 June 2021 Page 1
Appendix 3C
Notification of buy-back
Information or documents not available now must be given to ASX as soon as available. Information
and documents given to ASX become ASX’s property and may be made public.
*Denotes minimum information required for first lodgement of this form, with exceptions provided in
specific notes for certain questions. The balance of the information, where applicable, must be
provided as soon as reasonably practicable by the entity.
Part 1 – Entity and announcement details
Question
no
Question Answer
1.1 *Name of entity
We (the entity named above) provide the following information
about our buy-back
Westpac Banking Corporation
1.2 *Registration type and number
Please supply your ABN, ARSN, ARBN, ACN or another
registration type and number (if you supply another registration
type, please specify both the type of registration and the
registration number).
ABN 33 007 457 141
1.3 *ASX issuer code WBC
1.4 *The announcement is
Select whichever is applicable.
☐ New announcement
☒ Update/amendment to
previous announcement
☐ Cancellation of previous
announcement
☐ Daily buy-back notification
Not applicable for selective buy-backs
(complete Part 4)
☐ Final buy-back notification
(complete Part 5)
1.4b *Reason for update
Answer this question if your response to Q 1.4 is
“Update/amendment to previous announcement”.
Westpac has announced the
amendment of certain key terms
of the buy-back (including the
discount range, minimum price
options and timetable) in order
to, among other things, increase
choice and improve the potential
after tax return for eligible
shareholders who wish to
participate, support overall
demand for the buy-back, and
support Westpac’s capital
management strategy. The
amendments are outlined in a
supplementary buy-back booklet
lodged with ASIC and ASX on
the date of this Appendix 3C.
1.4c *Date of initial notification of buy-back
Answer this question if your response to Q 1.4 is
“Update/amendment to previous announcement” or “Cancellation
of previous announcement”.

1 November 2021
1.4d *Date of previous announcement to this update
Answer this question if your response to Q 1.4 is
“Update/amendment to previous announcement”.

1 November 2021

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1.4e *Reason for cancellation
Answer this question if your response to Q 1.4 is “Cancellation of
previous announcement”.


1.4f *Date of previous announcement to this cancellation
Answer this question if your response to Q 1.4 is “Cancellation of
previous announcement”.


1.5 *Date of this announcement 10 December 2021
1.6 *Class of +securities the subject of the buy-back:
Note: only one type of buy-back for one class of security can be
advised in this notification. If a buy-back extends to more than one
class of security, a separate notification is required for each class.

ASX Security Code: WBC
Security Description: Ordinary
shares

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Part 2 –Type of buy-back
Questio
n No.
Question Answer
2.1 *The type of buy-back is
Note this form is not required for minimum holding buy-backs (i.e.
buy-backs of unmarketable parcels). The only notification required
to ASX for a minimum holding buy-back is the lodgement of an
Appendix 3H within 5 business days of the completion of the
minimum holding buy-back notifying ASX of the cancellation of the
securities bought back in accordance with listing rule 3.8A.

☐ Employee share scheme buy-
back
☐ On-market buy-back
☒ Equal access scheme buy-
back
☐ Selective buy-back
☐ Other buy-back
Select one item.
Note: “Other buy-back” does not include
a minimum holding buy-back. The
section “Other buy-back” will generally
only be applicable to an entity
established outside Australia.
2.2 Please describe the type of buy-back
Answer this question if your response to Q 2.1 is “Other buy-back”.


Part 3 –Buy-back details
Part 3A – Details of +securities, price and reason
3A.1 *Total number of +securities on issue in the class of
+securities to be bought back
3,668,591,808
3A.2 *Total number of +securities proposed to be bought
back
Answer this question if your response to Q 2.1 is “Employee share
scheme buy-back, “Selective buy-back” or “Other buy-back”.


3A.3 *Name of person or description of class of persons
whose +securities are proposed to be bought back
Answer this question if your response to Q 2.1 is “Selective buy-
back”.


3A.4 *Does the entity intend to buy back a minimum
number of +securities
Answer this question if your response to Q 2.1 is “On-market buy-
back”.

3A.4a
*Minimum number of +securities intended to be
bought back.
Answer this question if your response to Q 2.1 is “On-market buy-
back” and your response to Q 3A.4 is “Yes”.


3A.5 *Does the entity intend to buy back a maximum
number of securities?
Answer this question if your response to Q 2.1 is “On-market buy-
back”

3A.5a *Maximum number of +securities proposed to be
bought back
Answer this question if your response to Q 2.1 is “On-market buy-
back” and your response to Q 3A.5 is “Yes”.


3A.6 *Name of broker or brokers who will offer to buy back
+securities on the entity’s behalf
Answer this question if your response to Q 2.1 is “On-market buy-
back”.

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Notification of buy-back
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3A.7 *Percentage of +securities the entity will offer to buy
back
Answer this question if your response to Q 2.1 is “Equal access
scheme buy-back”.

Approximately 5.3%
Assumes an illustrative market
price of $20.00 and buy-back
discount of 10%
3A.8
*Approximate total number of +securities that will be
bought back if all buy-back offers are accepted
(disregarding any rounding and restrictions on
foreign participation)
Answer this question if your response to Q 2.1 is “Equal access
scheme buy-back”.

Approximately 194,444,444
Assumes an illustrative market
price of $20.00 and buy-back
discount of 10%
3A.9 *Are the +securities being bought back for a cash
consideration?
Note: if the securities are being bought back for nil cash
consideration, answer this question “No”.

Yes
3A.9a
*Is the price to be paid for +securities bought back
known?
Answer this question if your response to Q 3A.9 is “Yes”.
No
3A.9a(i) *In what currency will the buy-back consideration be
paid?
Answer this question if your response to Q 3A.9 is “Yes”.
Note: all prices below are to be expressed in this currency.

Australian dollars
3A.9a(ii) *Buy-back price per +security
Answer this question if your response to Q 3A.9 is “Yes” and your
response to Q3A.9a is “Yes”.


3A.9a(iii) *Capital component of buy-back price per +security
Answer this question if your response to Q 2.1 is “Equal access
scheme buy-back”, your response to Q 3A.9 is “Yes” and your
response to Q3A.9a is “Yes”.


3A.9a(iv) *Dividend component of buy-back price per +security
Answer this question if your response to Q 2.1 is “Equal access
scheme buy-back”, your response to Q 3A.9 is “Yes” and your
response to Q3A.9a is “Yes”.


3A.9a(v) *Indicative buy-back price per +security
Answer this question if your response to Q2.1 is anything other
than “On-market buy-back”, your response to Q 3A.9 is “Yes” and
your response to Q3A.9a is “No”.
Please lodge an update to this form when the final buy-back price
is known.

Indicative buy-back price is at a
discount of 0%-10% to the
prevailing market price
calculated as a volume weighted
average price of shares over five
trading days up to and including
the closing date.
The capital component of the
buy-back price is expected to be
$11.34.
3A.9b *Please describe the consideration being provided to
buy back the +securities
Answer this question if your response to Q3A.9 is “No”.

3A.10 *Do the buy-back terms allow for a scale-back?
Answer this question if your response to Q 2.1 is “Equal access
scheme buy-back”.
Yes

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3A.10a *Please summarise the scale-back terms
Answer this question if your response to Q 2.1 is “Equal access
scheme buy-back” and your answer to Q 3A.10 is “Yes”.

The buy-back will proceed by
way of a Dutch auction tender
process with the amount bought
back dependent upon tenders
received. Westpac will apply a
scale back if the number of
shares tendered at a discount,
which is greater than or equal to
the buy-back discount, and as
final price applications would
result in Westpac buying back a
greater amount of capital than
Westpac determines to buy
back. The scale back will be
undertaken on a pro-rata basis
after taking into account priority
allocations and small residual
applications.
3A.11 *What will be done with fractional entitlements?
Answer this question if your response to Q 2.1 is “Equal access
scheme buy-back”.

☐ Fractions rounded up to the
next whole number
☒ Fractions rounded down to
the nearest whole number or
fractions disregarded
☐ Fractions of 0.5 or more
rounded up
☐ Fractions over 0.5 rounded
up
☐ Not applicable
3A.12 *Reason for buy-back
Answer this question if your response to Q 2.1 is “Other buy-
back”.


3A.13 Please provide a URL for where the buy-back offer
document can be viewed online with offer
acceptance codes
Answer this question if your response to Q 2.1 is “Equal access
scheme buy-back”

westpac.com.au/buyback

Part 3B – Buy-back restrictions and conditions

3B.1 *Does the buy-back require security holder
approval?
Disregard any security holder approval that has already been
obtained.
No
3B.1a Type of security holder approval required
Answer this question if your response to Q 3B.1 is “Yes”.

3B.1b *Anticipated date of security holder meeting to
approve the buy-back
Answer this question if your response to Q 3B.1 is “Yes”.

3B.2 *Are there any restrictions on foreign participation in
the buy-back
Answer this question if your response to Q 2.1 is “Equal access
scheme buy-back”, “Selective buy-back” or “Other buy-back”.

Yes

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3B.2a *Please summarise the restrictions on foreign
participation
Answer this question if your response to Q 2.1 is “Equal access
scheme buy-back”, “Selective buy-back” or “Other buy-back” and
your response to Q 3B.2 is “Yes”.

The offer is only made to
Westpac shareholders who are
shown on the Westpac share
register as having an address in
Australia or New Zealand. The
offer is not made to any person
who Westpac would otherwise
be prohibited from making
payments to, including any
person located in the United
States, or a resident of Canada,
or any person who resides, or is
acting on behalf or for the
account of a person who
resides, in a jurisdiction other
than Australia or New Zealand.
3B.2b
*For holdings in the name of a custodian or nominee,
will the foreign participation restrictions be applied to
the address of the custodian or nominee or the
address of the beneficial holder?
Answer this question if your response to Q 2.1 is “Equal access
scheme buy-back”, “Selective buy-back” or “Other buy-back” and
your response to Q 3B.2 is “Yes”.

Beneficial holder
3B.3 *Are there any other conditions that need to be
satisfied before the buy-back offer becomes
unconditional
Answer this question if your response to Q 2.1 is “Employee share
scheme buy-back, “Equal access scheme buy-back”, “Selective
buy-back” or “Other buy-back”

No
3B.3a *Please summarise the conditions
Answer this question if your response to Q 2.1 is “Employee share
scheme buy-back, “Equal access scheme buy-back”, “Selective
buy-back” or “Other buy-back” and your response to Q 3B.3 is
“Yes”.



Part 3C - Key dates
Employee Share Scheme, Selective and Other Buy-Backs
Answer the questions in this part if your response to Q 2.1 is “Employee share scheme buy-back”, “Selective buy-back” or
“Other buy-back”

3C.1 *Anticipated date buy-back will occur
On-market buy-back
Answer the questions in this part if your response to Q 2.1 is “On-market buy-back”
3C.2 *Proposed buy-back start date
3C.3 *Proposed buy-back end date
Note: under ASIC Regulatory Guide 110, this date must be no
longer than 12 months after the receipt of any approval necessary
from security holders for the buy-back or, if no such approval is
required, 12 months after notice is given to ASIC of the buy-back
under the Corporations Act.


Equal access scheme buy-back
Answer the questions in this part if your response to Q 2.1 is “Equal access scheme buy-back”
3C.4 *Buy-back announcement date
This is day 0 in the timetable for an equal access scheme buy-
back in section 11 of appendix 7A of the listing rules.
Note: If the buy-back requires security holder approval, that
approval must be obtained before day 0.

1 November 2021

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3C.5 *+Record date for participation in the offer
This is the date on which the register is closed to determine
entitlements to the buy-back and must be at least 4 business days
after the announcement date (day 4 in the timetable in section 11
of appendix 7A of the listing rules). Setting this date will pre-
populate a number of the date fields in the remainder of the
timetable below.
Note: The record date and ex date cannot be changed (including
to postpone or cancel them) any later than 12 noon Sydney time
on the day before the previous ex date advised to ASX.
8 November 2021
3C.6 *Ex date
Trading in the securities commences on an “ex buy-back” basis.
This is the business day prior to the record date (day 3 in the
timetable in section 11 of appendix 7A of the listing rules).
Note: The record date and ex date cannot be changed (including
to postpone or cancel them) any later than 12 noon Sydney time
on the day before the previous ex date advised to ASX.
5 November 2021
3C.7 *Buy-back offer open date 17 November 2021
3C.8 *Last date for entity to send serially numbered
acceptance forms to persons entitled
This date must be no more than 3 business days after the record
date

17 November 2021
3C.9 *Last day to extend the buy-back offer close date
This date is 5 business days before the offer close date
4 February 2022 under the
amended timetable announced
on the date of this Appendix 3C.
3C.10 *Buy-back offer closing date
This date must be not less than 15 business days after the record
date

11 February 2022
3C.11 *Anticipated date buy-back will occur 14 February 2022
3C.12 *Last day for entity to lodge a final buy-back notice
with ASX under listing rule 3.8A.
This date is no more than one business day after the buy-back
offer closing date

14 February 2022
3C.13 *Last day for entity to update its register to cancel
the +securities bought back and to lodge an
Appendix 3H with ASX under listing rule 3.8A
notifying the number of +securities that have been
cancelled due to the buy-back.
This date is no more than 5 business days after the entity has
given the final buy-back notice to ASX.

21 February 2022

Part 3D – Other information

3D.1 Any other information the entity wishes to notify to
ASX about the buy-back
N/A

Part 4 – Daily buy-back notification
Answer the questions in this part if your response to Q 2.1 is “Employee share scheme buy-back”, “On-market buy-back”, “Equal
access share scheme buy-back” or “Other buy-back”) and you are giving a daily buy-back notification under listing rule 3.8A.
A daily buy-back notification must be submitted for these types of buy-backs at least half an hour before the commencement of
trading on the business day after any day on which securities are bought back (per listing rule 3.8A).
4.1 *Date of this notification
4.2 *Previous day on which +securities were bought back

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Before previous day On previous day
4.3 *Total number of
+securities bought back, or
in relation to which
acceptances have been
received

4.4 *Total consideration paid or
payable for the +securities

4.5 *Highest price paid
Answer these questions if your
response to Q 2.1 is “On-market
buy-back”.


*Date highest price was
paid:

4.6 *Lowest price paid
Answer these questions if your
response to Q 2.1 is “On-market
buy-back”.


*Date lowest price was
paid:

4.7 *Highest price allowed to be paid by entity on the
previous day under listing rule 7.33:
Answer this question if your response to Q 2.1 is “On-market buy-back”.
Note: Listing Rule 7.33 provides that a listed entity may only buy back
securities under an on-market buy-back at a price which is not more
than 5% above the volume weighted average market price for securities
in that class, calculated over the last 5 days on which sales in the
shares were recorded before the day on which the purchase under the
buy-back was made.


4.8
*If the entity has disclosed an intention to buy back a
maximum number of +securities, the remaining number
of +securities to be bought back as at the end of the
previous day
Note: ASX has calculated this number for you based on previous
notifications. If it is not correct, please amend it to the correct number
and consider whether any updates need to be made to previous
notifications.



Part 5 – Final buy-back notification
Answer the questions in this part if you are giving a final buy-back notification under listing rule 3.8A.
For on-market buy-backs, a final buy-back notification must be submitted at least half an hour before the commencement of
trading on the business day after the company buys back the maximum number of securities that it wanted or the company
decides it will stop buying back securities.
For equal access buy-back schemes, a final buy-back notification must be submitted no later than five business days after the
buy-back offer closing date.
For employee share scheme buybacks, selective buy-backs and other buy-backs, a final buy-back notification must be
submitted by no later than five business days after the completion of the buy-back.
5.1 *Total number of +securities bought back
5.2 *Total consideration paid or payable for the +securities
5.3 *Highest price paid
Answer this question if your response to Q 2.1 is “On-market buy-back”.

5.4 *Date highest price was paid
Answer this question if your response to Q 2.1 is “On-market buy-back”.

5.5 *Lowest price paid
Answer this question if your response to Q 2.1 is “On-market buy-back”.

5.6 *Date lowest price was paid
Answer this question if your response to Q 2.1 is “On-market buy-back”.

Introduced 05/06/21