Issue of Tier 2 Capital - Cleansing Notice

ASX
Release

4 June 2025
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Westpac Banking Corporation (“Westpac”) – issue of A$1,500,000,000 Fixed Rate to
Floating Rate Callable Subordinated Notes due 4 June 2040 (the “Tier 2 Subordinated
Notes”)
Cleansing notice under section 708A(12H)(e) of the Corporations Act 2001 (Cth)
(“Act”) as inserted by ASIC Corporations (Regulatory Capital Securities) Instrument
2016/71 (“Instrument”)
1. Westpac has issued the Tier 2 Subordinated Notes on 4 June 2025. Offers of the
Tier 2 Subordinated Notes do not require disclosure to investors under Part 6D.2 of
the Act.
2. The terms and conditions of the Tier 2 Subordinated Notes (“Conditions”) are set out
on pages 58 to 115 of the Information Memorandum relating to Westpac’s Debt
Issuance Programme dated 19 May 2023 (“Information Memorandum”), as
supplemented by the Pricing Supplement in respect of the Tier 2 Subordinated Notes
dated 2 June 2025, the form of which is attached to this notice as Annexure A (
“Pricing Supplement”). The Information Memorandum was released to the
Australian Securities Exchange (“ASX”) on 19 May 2023 and may be viewed at
https://www.asx.com.au.
3. The Tier 2 Subordinated Notes are expected to be treated as Tier 2 regulatory capital
under the Basel III capital adequacy framework as implemented in Australia by the
Australian Prudential Regulation Authority (“APRA”).
4. If APRA determines that Westpac is or would become non-viable, the Tier 2
Subordinated Notes may be:
(a) Converted into fully paid ordinary shares in the capital of Westpac; or
(b) immediately and irrevocably Written-off (and rights attaching to the Tier 2
Subordinated Notes terminated) if for any reason Conversion does not occur
within five ASX Business Days of APRA notifying Westpac of the determination,
in accordance with the Conditions.
5. In order to enable ordinary shares in the capital of Westpac issued on Conversion to
be sold without disclosure under Chapter 6D of the Act, Westpac has elected to give
this notice under section 708A(12H)(e) of the Act as inserted by the Instrument. The
Conditions and the information in the attached Schedule are included in, and form
part of, this notice.
Level 18, 275 Kent Street
Sydney, NSW, 2000

Page 2
6. Westpac confirms that:
(a) the information in this notice remains current as at today’s date;
(b) this notice complies with section 708A of the Act, as notionally modified by the
Instrument; and
(c) this notice complies with the content requirements of section 708A(12I) of the
Act as inserted by the Instrument.
7. Unless otherwise defined, capitalised expressions used in this notice have the
meanings given to them in the Information Memorandum or the Pricing Supplement.

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

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
This market announcement does not constitute an offer to sell or the solicitation of an offer to
buy any securities in the United States or any other jurisdiction. The securities offered have
not been and will not be registered under the U.S. Securities Act of 1933, as amended, and
may not be offered or sold in the United States or to, or for the account or benefit of, U.S.
persons
absent registration or an applicable exemption from registration.

Page 3
SCHEDULE
A. Effect on Westpac of the offer of the Tier 2 Subordinated Notes
The issuance of the Tier 2 Subordinated Notes is expected to raise Tier 2 regulatory capital
to satisfy Westpac’s regulatory requirements and maintain the diversity of Westpac’s
sources and types of capital funding.
The proceeds from the issue of the Tier 2 Subordinated Notes will be used for general
corporate purposes. Those proceeds, less the costs of the issue, will be classified as loan
capital in the financial statements of Westpac. The issue of the Tier 2 Subordinated Notes
will not have a material impact on Westpac’s financial position.
The proceeds of the issue, less the costs of the issue, are expected to increase Westpac’s
total capital ratio on a Level 2 basis by less than 0.4%.
B. Rights and liabilities attaching to the Tier 2 Subordinated Notes
The rights and liabilities attaching to the Tier 2 Subordinated Notes are set out in the
Conditions as supplemented by the Pricing Supplement.
C. Effect on Westpac of the issue of the ordinary shares if the Tier 2 Subordinated
Notes are required to be Converted
1

A key feature of APRA’s requirements for Tier 2 regulatory capital instruments is that they
absorb losses at the point of non-viability of the issuer. The Conditions include provisions
that require the Tier 2 Subordinated Notes to be Converted into ordinary shares in the capital
of Westpac or Written-off on the occurrence of a Non-Viability Trigger Event. A Non-Viability
Trigger Event will occur when APRA notifies Westpac in writing that it believes that relevant
non-viability circumstances (as described in the definition of “Non-Viability Trigger Event” in
the Conditions) subsist, which could occur at any time.
If a Non-Viability Trigger Event occurs and Westpac Converts the Tier 2 Subordinated Notes
and issues ordinary shares to Holders (as required under the Conditions), the effect of
Conversion on Westpac would be to reduce loan capital by the principal amount, less any
unamortised costs of the issue, of the Tier 2 Subordinated Notes being Converted and
increase Westpac’s shareholders’ equity by a corresponding amount. APRA has not
provided extensive guidance as to how it would determine non‑viability. Non-viability could
be expected to include serious impairment of Westpac’s financial position and concerns
about its capital, funding or liquidity levels and/or insolvency. APRA has indicated that non-
viability is likely to arise prior to insolvency.
The number of ordinary shares issued on Conversion is variable, but is limited to the
Maximum Conversion Number. Limiting the number of ordinary shares which may be issued
to the Maximum Conversion Number means that it is likely that Holders will receive a
number of ordinary shares that have a market value that is significantly less than the
Outstanding Principal Amount of the Tier 2 Subordinated Notes.
The Maximum Conversion Number is calculated based on a VWAP set to reflect 20% of the
Issue Date VWAP. The Maximum Conversion Number may be adjusted to reflect a

1
If, in accordance with the Conditions, Westpac is replaced by an Approved Successor as debtor of the Tier 2
Subordinated Notes and the issuer of ordinary shares, Tier 2 Subordinated Notes may be Converted into fully paid
ordinary shares in the capital of an Approved Successor in accordance with the Conditions. This notice also enables
ordinary shares in the capital of an Approved Successor which is a NOHC for the purposes of the Banking Act 1959 (Cth)
and the ultimate holding company of Westpac issued on Conversion to be sold without disclosure under Chapter 6D of
the Act. Refer to the Conditions and the Instrument for further information.

Page 4
consolidation, division or reclassification or pro rata bonus issue, of ordinary shares.
However, no adjustment will be made to it on account of other transactions which may affect
the price of ordinary shares, including for example, rights issues, returns of capital, buy-
backs or special dividends.
The Maximum Conversion Number is 1,587.3016 Westpac ordinary shares per Tier 2
Subordinated Note (with a nominal value of A$10,000), based on the Issue Date VWAP of
A$31.50. If Conversion of any Tier 2 Subordinated Notes does not occur for any reason
within five ASX Business Days after the occurrence of the Non-Viability Trigger Event, the
Tier 2 Subordinated Notes will be Written-off, and all corresponding rights and claims of
Holders under the Conditions (including with respect to payments of interest, the repayment
of the Outstanding Principal Amount and upon Conversion, the receipt of ordinary shares)
will be immediately and irrevocably written-off and terminated, with effect on and from the
Non-Viability Trigger Event Date in accordance with the Conditions, and investors will lose
all or some of their investment and will not receive any compensation.
D. Rights and liabilities attaching to the ordinary shares in the capital of Westpac
Westpac was registered on 23 August 2002 as a public company limited by shares under the
Act. Westpac’s constitution was most recently amended at the general meeting held on 15
December 2021 (“Constitution”, as amended from time to time). The ordinary shares in the
capital of Westpac are admitted to trading on ASX. The rights attaching to the ordinary
shares in the capital of Westpac are set out in the Act and the Constitution.
E. Additional information
Information about the Tier 2 Subordinated Notes is contained in the Information
Memorandum and the Pricing Supplement.
Westpac is a disclosing entity for the purposes of the Act and, as a result, is subject to
regular reporting and disclosure obligations under the Act and the ASX Listing Rules. In
addition, Westpac must notify ASX immediately (subject to certain exceptions) if it becomes
aware of information about Westpac that a reasonable person would expect to have a
material effect on the price or value of its listed securities, including ordinary shares in the
capital of Westpac.
Copies of documents lodged with the Australian Securities and Investments Commission
(“ASIC”) can be obtained from, or inspected at, an ASIC office and Westpac’s ASX
announcements may be viewed at https://www.asx.com.au.
Any person has the right to obtain copies of:
• Westpac’s half-yearly and annual financial reports; and
• any continuous disclosure notices given by Westpac after the lodgement of the 2024
Westpac Group Annual Report, but before the date of this notice,
from https://www.westpac.com.au/investorcentre, or by request made in writing to Westpac
at:
Westpac Group Secretariat
Level 18
Westpac Place
275 Kent Street
Sydney NSW 2000

Page 5
ANNEXURE A

Form of Pricing Supplement dated 2 June 2025 in respect of the issue of
A$1,500,000,000 Fixed Rate to Floating Rate Callable Subordinated Notes due 4 June
2040

NOTIFICATION UNDER SECTION 309B(1) OF THE SECURITIES AND FUTURES ACT 2001 OF
SINGAPORE, AS MODIFIED OR AMENDED FROM TIME TO TIME (THE “SFA”) – The Subordinated
Notes are “prescribed capital markets products” (as defined in the Securities and Futures (Capital
Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice
SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Subordinated Notes are not intended
to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1)
of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU)
2016/97, as amended (the “Insurance Distribution Directive”), where that customer would not qualify
as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor
as defined in Regulation (EU) 2017/1129 (the “Prospectus Regulation”). Consequently no key
information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs
Regulation”) for offering or selling the Subordinated Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Subordinated Notes or
otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Subordinated Notes are not intended
to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor means
a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU)
No 2017/565 as it forms part of domestic law in the UK by virtue of the European Union (Withdrawal)
Act 2018 (“EUWA”); (ii) a customer within the meaning of the provisions of the UK’s Financial Services
and Markets Act 2000 (“FSMA”) and any rules or regulations made under the FSMA to implement the
Insurance Distribution Direction, where that customer would not qualify as a professional client, as
defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in
the UK by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU)
2017/1129 as it forms part of domestic law in the UK by virtue of the EUWA (the “UK Prospectus
Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014
as it forms part of domestic law in the UK by virtue of the EUWA (the “UK PRIIPs Regulation”) for
offering or selling the Subordinated Notes or otherwise making them available to retail investors in the
UK has been prepared and therefore offering or selling the Subordinated Notes or otherwise making
them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

Series No.: 2025-5
Tranche No.: 1







Westpac Banking Corporation
(ABN 33 007 457 141)

Debt Issuance Programme

Issue of

A$1,500,000,000 Fixed Rate to Floating Rate Callable Subordinated Notes due 4 June 2040
(“Subordinated Notes”)

The date of this Supplement is 2 June 2025.
This Supplement (as referred to in the Information Memorandum in relation to the above Programme
dated 19 May 2023 (“Information Memorandum”)) relates to the Tranche of Subordinated Notes
referred to above. It is supplementary to, and should be read in conjunction with the Subordinated Note
Deed Poll dated 5 March 2014 made by Westpac Banking Corporation (“Deed Poll”) and the
Information Memorandum.
This Supplement does not constitute, and may not be used for the purposes of, an offer or solicitation
by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to
whom it is unlawful to make such offer or solicitation, and no action is being taken to permit an offering
of the Subordinated Notes or the distribution of this Supplement in any jurisdiction where such action is
required.
Terms used but not otherwise defined in this Supplement have the meaning given in the applicable
Conditions set forth in the Information Memorandum.
The particulars to be specified in relation to the Tranche of Subordinated Notes referred to above are
as follows:
1 Issuer : Westpac Banking Corporation
(ABN 33 007 457 141)
2 Lead Manager : Westpac Banking Corporation
(ABN 33 007 457 141)
3 Relevant Dealer : Westpac Banking Corporation
(ABN 33 007 457 141)

4 Registrar and Australian Paying
Agent
: BTA Institutional Services Australia Limited
(ABN 48 002 916 396)
5 Calculation Agent :
BTA Institutional Services Australia Limited
(ABN 48 002 916 396)
6 Issuing and Paying Agent
(Offshore)
: Not Applicable
7 If to form a single Series with an
existing Series, specify date on
which all Subordinated Notes of
the Series become fungible, if not
the Issue Date
: Not Applicable
8 Status : Subordinated
The primary method of loss absorption is
Conversion, subject to possible Write-off in
accordance with Condition 5.3.
For the purposes of:
• the formula in Condition 6.1(a) to be
used for calculating the Conversion
Number, P is 0.99; and
• Condition 6.10(b), the Clearing
System Cut-off Date is 10 ASX
Business Days prior to the Non-
Viability Trigger Event Date.
9 Currency : Australian dollars (“A$”)
10 Aggregate Principal Amount of
Tranche
: A$1,500,000,000
11 Aggregate Principal Amount of
Series
: A$1,500,000,000
12 Issue Date : 4 June 2025
13 Issue Price : 100 per cent. per Denomination
14 Commissions Payable : As set out in the Subscription
Acknowledgement dated 2 June 2025
between the Issuer and the Lead Manager
and Dealer
15 Selling Concession : Not Applicable
16 Purchase Price : A$10,000 fully paid per Denomination
17 Denomination : A$10,000
The minimum aggregate consideration for
offers or transfers of the Subordinated Notes
in Australia must be at least A$500,000
(disregarding moneys lent by the transferor or

its associates to the transferee), unless the
offer or invitation resulting in the transfer does
not otherwise require disclosure to investors
in accordance with Parts 6D.2 or 7.9 of the
Corporations Act 2001 of Australia.
18 Type of Debt Instruments : From and including the Issue Date, to but
excluding, the Interest Payment Date falling
on 4 June 2035 (the “First Optional
Redemption Date”): Fixed Rate
Subordinated Notes
From and including the First Optional
Redemption Date, to but excluding the
Maturity Date: Floating Rate Subordinated
Notes
19
If interest-bearing, specify which
of the relevant Conditions is
applicable
:
Condition 7.2 is applicable in respect of the
period from and including the Issue Date to but
excluding the First Optional Redemption Date.
If the Subordinated Notes have not been
redeemed, purchased and cancelled,
Converted or Written-Off by the Issuer on or
before the First Optional Redemption Date,
Condition 7.3 is applicable in respect of the
period from and including the First Optional
Redemption Date to but excluding the Maturity
Date.
20
Fixed Rate Debt Instruments
(Condition 7.2)
:
Applicable in respect of the period from and
including the Issue Date to but excluding the
First Optional Redemption Date.
Fixed Coupon Amount : A$290.75 payable semi-annually in arrear per
Denomination
Interest Rate : 5.815 per cent. per annum payable semi-
annually in arrear.
Interest Commencement Date, if
not Issue Date
: Issue Date
Interest Payment Dates : Semi-annually, each 4 June and 4 December
commencing on 4 December 2025 up to and
including the First Optional Redemption Date,
subject to adjustment in accordance with the
Applicable Business Day Convention
Day Count Fraction : Australian Bond Basis
Initial Broken Amount : Not Applicable
Final Broken Amount : Not Applicable

Applicable Business Day
Convention
:
- for Interest Payment Dates: Following Business Day Convention

- for Interest Period End Dates: Not Applicable
- for Maturity Date: Not Applicable
- any other date: Not Applicable
Additional Business Centre(s) : Not Applicable
21 Floating Rate Debt Instruments
(Condition 7.3)
: Applicable in respect of the period from and
including the First Optional Redemption Date
to, but excluding the Maturity Date
Interest Commencement Date, if
not Issue Date
: First Optional Redemption Date
Interest Rate : BBSW Rate Determination
Interest Payment Dates : Quarterly, each 4 March, 4 June, 4 September
and 4 December, commencing on 4
September 2035 to and including the Maturity
Date, subject to adjustment in accordance with
the Applicable Business Day Convention
Applicable Business Day
Convention

:
- for Interest Payment Dates:

Modified Following Business Day Convention

- for Interest Period End Dates: Modified Following Business Day Convention

- for Maturity Date:

Modified Following Business Day Convention
- any other date: Not Applicable
Additional Business Centre(s) : Not Applicable
BBSW Rate : As per Condition 7.3(b)(iii)
Margin : Plus 1.78 per cent. per annum
Day Count Fraction : Actual/365 (Fixed)
Fallback Interest Rate : As per Condition 7.3(b)(iii)
Linear Interpolation : Not Applicable
22 Other rates : Not Applicable
23 Accrual of interest : Not Applicable
24 Reference Price : Not Applicable
25 Maturity Date : 4 June 2040
26 Maturity Redemption Amount : 100 per cent. of the Outstanding Principal
Amount

27 Early redemption at the option of
the Issuer (Call) (Condition 8.3)
: Applicable, but only in respect of the First
Optional Redemption Date and each Interest
Payment Date thereafter up to but excluding
the Maturity Date.
Any early redemption will be subject to the
prior written approval of APRA.
Any such approval is at the discretion of
APRA and may or may not be given and
Holders should not expect that APRA’s prior
written approval will be given if requested by
Westpac. Any redemption of Subordinated
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 redemption would also be subject to
APRA’s prior written approval (which may or
may not be given).
Specify minimum notice period : 15 days
Specify maximum notice period : 45 days

Specify any additional conditions
to exercise of the call option
: Not Applicable
Specify first date on which the call
option may be exercised in the
case of Subordinated Notes
: 4 June 2035
Early Redemption Amount (Call) : As set out in Condition 8.3
Early Redemption Date (Call) : 4 June 2035 and each Interest Payment Date
thereafter up to but excluding the Maturity
Date
Specify whether redemption is
permitted in respect of some only
of the Subordinated Notes and, if
so, any minimum aggregate
principal amount and the means
by which Subordinated Notes will
be selected for redemption
: Yes, the Issuer may redeem all or some
Subordinated Notes at its discretion under
Condition 8.3
28 Early redemption for adverse tax
events (Condition 8.4)
: Applicable
Any early redemption will be subject to the
prior written approval of APRA.
Any such approval is at the discretion of
APRA and may or may not be given and
Holders should not expect that APRA’s prior
written approval will be given if requested by
Westpac. Any redemption of Subordinated
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 redemption would also be subject to
APRA’s prior written approval (which may or
may not be given).
Specify minimum notice period : 15 days
Specify maximum notice period : 45 days
Specify any additional conditions
to exercise of option
: Not Applicable
Early Redemption Amount
(Adverse Tax Event)
: As set out in Condition 8.4
Early Redemption Date (Adverse
Tax Event)
: As set out in Condition 8.4
Specify whether redemption is
permitted in respect of some only
of the Subordinated Notes and, if
so, any minimum aggregate
principal amount and the means
by which Subordinated Notes will
be selected for redemption
: Not Applicable
29 Early redemption for regulatory
events (Condition 8.5)
: Applicable
Any early redemption will be subject to the
prior written approval of APRA.
Any such approval is at the discretion of
APRA and may or may not be given and
Holders should not expect that APRA’s prior
written approval will be given if requested by
Westpac. Any redemption of Subordinated
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 redemption would also be subject to
APRA’s prior written approval (which may or
may not be given).
Specify minimum notice period : 15 days
Specify maximum notice period : 45 days
Specify any additional conditions
to exercise of option
: Not Applicable

Early Redemption Amount
(Regulatory Event)
: As set out in Condition 8.5
Early Redemption Date
(Regulatory Event)
: As set out in Condition 8.5
Specify whether redemption is
permitted in respect of some only
of the Subordinated Notes and, if
so, any minimum aggregate
: Not Applicable

principal amount and the means
by which Subordinated Notes will
be selected for redemption
30 Early Termination Amount :
If Early Termination Amount is not
the Outstanding Principal Amount
of the Subordinated Notes, insert
amount or full calculation
provisions
: Not Applicable
Specify if Holders are not to
receive accrued interest on early
redemption on default
: Not Applicable
31 Deed Poll : Subordinated Note Deed Poll dated 5 March
2014
32 Taxation : Condition 10.8 is applicable
33 Other relevant terms and
conditions
: Not Applicable
34 ISIN : AU3CB0322337
35 Common Code : 308561917
36 Common Depository : Not Applicable
37 Austraclear Number : WP2300
38 Any Clearing System other than
Euroclear / Clearstream,
Luxembourg / Austraclear
: Not Applicable
39 Settlement procedures : Customary medium term note settlement and
payment procedures apply
40 U.S. selling restrictions : As set out in the Information Memorandum
41 Distribution of Information
Memorandum
: As set out in the Information Memorandum
42 Other selling restrictions : As set out in the Information Memorandum
43 Australian interest withholding tax : The Issuer intends to issue the Subordinated
Notes in a manner consistent with the public
offer test set out in section 128F(3) of the
Income Tax Assessment Act 1936 of
Australia (the “Tax Act”). If the requirements
of section 128F of the Tax Act are not
satisfied, Condition 10.8 will be applicable
(subject to Item 32 above), and accordingly
the Issuer may, subject to certain exceptions,

be obliged to pay Additional Amounts in
accordance with Condition 10.8.
See also the section of the Information
Memorandum entitled “Australian Taxation”.
44 Transaction Documents : Not Applicable
45 Listing : Not Applicable
46 Events of Default : Condition 9 is applicable
47 Additional or alternate newspapers : Not Applicable
48 Stabilisation Manager : Not Applicable
49 Other amendments : Not Applicable
50 Other disclosure : As set out in the Information Memorandum


CONFIRMED
For and on behalf of
Westpac Banking Corporation

By:


Name


Position


Date:



Mitchell Cadman
Director, Global Funding
2 June 2025