Westpac Capital Notes 10 Offer Launched

ASX
Release

20 November 2023
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Westpac Capital Notes 10 Offer Launched
Westpac Banking Corporation (Westpac) today announced the offer of a new Additional Tier 1
capital instrument, Westpac Capital Notes 10 (Notes), to raise $750 million with the ability to raise
more or less (Offer). The Offer includes a Reinvestment Offer for Eligible Westpac Capital Notes
6 Holders.
Westpac has appointed the following Syndicate Brokers to the Offer: Westpac Institutional Bank,
ANZ Securities, Commonwealth Bank of Australia, Morgan Stanley Australia Securities Limited,
Morgans Financial Limited, National Australia Bank Limited, Ord Minnett Limited, Shaw and
Partners Limited and UBS AG, Australia Branch as Joint Lead Managers, and Bell Potter
Securities Limited, JBWere Limited, LGT Crestone Wealth Management Limited and Wilsons
Advisory and Stockbroking Limited as Co-Managers.
About the Offer
The Offer comprises:
• a Reinvestment Offer: to clients of the Syndicate Brokers, and Institutional Investors, who
are Eligible Westpac Capital Notes 6 Holders wishing to reinvest some or all of their
Westpac Capital Notes 6 in Notes; and
• a New Money Offer: to eligible clients of the Syndicate Brokers, and Institutional Investors,
wishing to make a new investment in Notes.
Participation in the Reinvestment Offer is optional. Westpac will endeavour to give priority to
Applications received under the Reinvestment Offer. This priority will not extend to Applications
from Eligible Westpac Capital Notes 6 Holders for additional Notes under the New Money Offer.
Notes Target Market
Westpac has created a Target Market Determination for the Notes in accordance with its product
design and distribution obligations (DDO). The Target Market Determination describes the class
of retail investors for whom an investment in Notes is likely to be consistent with their likely
objectives, financial situation and needs. The Target Market Determination is available at
westpac.com.au/westpaccapnotes10.
Level 18, 275 Kent Street
Sydney, NSW, 2000

How to apply
Applications under the Offer must be made through a Syndicate Broker. Applicants must:
• satisfy eligibility requirements, including that retail investors must be within the Target
Market and have received personal advice from a financial advisor to acquire Notes, or
otherwise qualify as a Wholesale Client; and
• have received an Allocation of Notes from a Syndicate Broker under the Bookbuild. The
Bookbuild commences on 20 November 2023.
Investors should contact their Syndicate Broker now to express an interest in applying for Notes
or to obtain more information on whether they satisfy the eligibility requirements. Their Syndicate
Broker can also assist them with how to apply once the Offer opens. Applications (including from
Eligible Westpac Capital Notes 6 holders) will not be able to be made directly to Westpac.
For further information on how to apply, refer to Section 4 of the Prospectus, which is available
via the Offer website at westpac.com.au/westpaccapnotes10.
Features of the Notes
Issue Price $100 per Note.
Distribution Rate Floating rate to be determined quarterly as the sum of the 3 month BBSW Rate
per annum plus the Margin per annum, together multiplied by (1 – Tax Rate)
1
.
Distributions are expected to be fully franked.
The Margin will be determined via the Bookbuild, and is expected to be between
3.10% and 3.30% per annum.
Distributions Distributions are non-cumulative and are expected to be paid quarterly in
arrear, subject to the satisfaction of the Distribution Payment Conditions, which
include that payment of Distributions are within the absolute discretion of
Westpac.
Term Perpetual, however, the Notes may be Converted, Redeemed or Transferred
as described below.
Listing/trading Expected to trade on the ASX under the code WBCPM.
Regulatory capital Additional Tier 1 Capital under APRA’s capital adequacy framework.
Optional
Conversion/
Redemption/
Transfer
Westpac may elect to Convert into Ordinary Shares (subject to certain
conditions), Redeem (if APRA gives its prior written approval)
2
, or Transfer:
- all or some of the Notes on 22 September 2031, 22 December 2031,
22 March 2032, or 22 June 2032; or
- all of the Notes following a Tax Event or Regulatory Event.
Scheduled
Conversion
Scheduled to Convert into Ordinary Shares on 22 June 2034 subject to the
satisfaction of the Scheduled Conversion Conditions.
Capital or Non-
Viability Trigger
Events
Westpac must Convert all or some of the Notes into Ordinary Shares
immediately upon a Capital Trigger Event or a Non-Viability Trigger Event.
The number of Ordinary Shares that Notes Convert into is limited by a

1
The Tax Rate is 30% (or 0.30 expressed as a decimal) as at the date of this announcement but that rate may change.
2
Redemption is subject to Westpac receiving APRA’s prior written approval. There can be no certainty that APRA will provide
its prior written approval. Any Redemption of the Notes does not imply or indicate that Westpac will in the future exercise any
right it may have to redeem any other outstanding regulatory capital instruments issued by Westpac. Any such future redemption
would also be subject to APRA’s prior written approval (which may or may not be given).

Maximum Conversion Number (as required by APRA) and Holders may
suffer loss as a consequence.
If Conversion does not occur 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, all
rights attached to the Notes will be terminated and the investment will lose all
of its value, and they will not receive any compensation or unpaid Distributions.
Redemption of Westpac Capital Notes 6
Westpac intends to issue a redemption notice to redeem all outstanding Westpac Capital Notes
6 on 31 July 2024 for $100 per Westpac Capital Note 6
3
. The redemption notice will be sent to
Westpac Capital Notes 6 holders and lodged on ASX when issued by Westpac. For further
information, refer to Section 3 of the Prospectus, available via the Offer website at
westpac.com.au/westpaccapnotes10.
How to access a Prospectus
The Prospectus was lodged with ASIC and ASX today and is also available via the Offer website
at westpac.com.au/westpaccapnotes10. A replacement Prospectus containing the Margin is
expected to be available via the Offer website on 28 November 2023, when the Offer opens.
Key dates for the Offer
Lodgement of the Prospectus with ASIC 20 November 2023
Bookbuild commences for the Syndicate Brokers 20 November 2023
Exposure Period
No Applications will be processed during the Exposure Period, but investors
interested in applying for Notes need to contact their Syndicate Broker as soon
as possible if they wish to participate
20 November 2023 -
27 November 2023

Announcement of the Margin and confirmation of Bookbuild Allocations
to the Syndicate Brokers
27 November 2023
Lodgement of the replacement Prospectus with ASIC 28 November 2023
Opening Date for investors to apply for Notes Allocated by the
Syndicate Brokers under the Bookbuild
28 November 2023
Closing Date for investors to apply for Notes Allocated by the Syndicate
Brokers under the Bookbuild (5.00pm Sydney time)
12 December 2023
Issue Date of Notes 18 December 2023
Commencement of normal settlement trading 19 December 2023
Holding Statements dispatched by 20 December 2023


3
APRA has approved the redemption of Westpac Capital Notes 6. See Section 3.1.2 of the Prospectus for further information.
The intended redemption of the Westpac Capital Notes 6 does not imply or indicate that Westpac will in future exercise any
right it may have to redeem any other outstanding regulatory capital instruments issued by Westpac. Any such future redemption
would also be subject to ARPA’s prior written approval (which may or may not be given).

Key dates for the Notes
Record Date for first Distribution 14 March 2024
First Distribution Payment Date 22 March 2024
Option for Westpac to Convert, Redeem or Transfer the Notes 22 September 2031
22 December 2031
22 March 2032
22 June 2032
Scheduled Conversion Date 22 June 2034
Key dates for the Reinvestment Offer
Reinvestment Offer Record Date for determining Eligible Westpac
Capital Notes 6 Holders (7.00pm Sydney time)
10 November 2023
Exposure Period
No Applications will be processed during the Exposure Period, but Eligible
Westpac Capital Notes 6 Holders interested in applying for Notes need to contact
their Syndicate Broker as soon as possible if they wish to participate
20 November 2023 -
27 November 2023
Opening Date for Eligible Westpac Capital Notes 6 Holders to apply for
Notes Allocated by the Syndicate Brokers under the Bookbuild
28 November 2023
Record date for the Westpac Capital Notes 6 Distribution (7.00pm
Sydney time)
8 December 2023
Closing Date for Eligible Westpac Capital Notes 6 Holders to apply for
Notes Allocated by the Syndicate Brokers under the Bookbuild (5.00pm
Sydney time)
12 December 2023
Expected date of transfer of Participating Westpac Capital Notes 6 to
Westpac Capital Notes 6 Nominated Party
18 December 2023
Issue Date of Notes for the Reinvestment Offer 18 December 2023
Payment date for the Westpac Capital Notes 6 Distribution 18 December 2023
These dates are indicative only and may change. Westpac and the Joint Lead Managers may
close the Offer early or extend the Offer Period as set out in the Prospectus. Westpac may also
withdraw the Offer at any time before the Notes are issued.
This announcement contains only a summary of the features of the Notes and the Offer.
Potential investors should read the Prospectus in full (including the Westpac Capital Notes
10 Terms in Appendix B of the Prospectus) and seek advice from their Syndicate Broker,
financial adviser or other professional advisers before deciding whether to apply for any
Notes and to consider the risks that could affect an investment in the Notes.
For more information
• Offer website at westpac.com.au/westpaccapnotes10.
• Westpac Capital Notes 10 Information Line (Monday to Friday, 8.30am to 7.30pm, Sydney
time) on 1800 176 125 (free call within in Australia) and +61 1800 176 125 (outside Australia).

Unless otherwise defined, capitalised words and expressions used in this announcement have
the meanings given to them in the Prospectus.

For further information:


Hayden Cooper Justin McCarthy
Group Head of Media Relations General Manager, Investor Relations
0402 393 619 0422 800 321


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

Disclaimer
The information provided in this announcement is not financial product advice (nor tax, accounting
or legal advice) and has been prepared without taking into account individual investment
objectives, financial situations or particular needs (including financial and taxation issues).
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. Securities Act (as amended))) (U.S. Person). Westpac Capital Notes 10 have not
been, and will not be, registered under the U.S. Securities Act or the securities laws of any state
or other jurisdiction of the United States and may not be offered, sold, delivered or transferred in
the United States or to, or for the account or benefit of, any U.S. Person.