Issue of Tier 2 Capital - Cleansing Notice

ASX RELEASE


Westpac Banking Corporation
Level 18, 275 Kent Street
Sydney, NSW, 2000


12 February 2026

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 12 February 2041 (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 12 February 2026. 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 10 February 2026, 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.
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.

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.

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.

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
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 1,280.0819 Westpac ordinary shares per Tier 2
Subordinated Note (with a nominal value of A$10,000), based on the Issue Date VWAP
of A$39.06. 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
2025 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

ANNEXURE A

Form of Pricing Supplement dated 10 February 2026 in respect of the issue of
A$1,500,000,000 Fixed Rate to Floating Rate Callable Subordinated Notes due 12
February 2041

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 neither: (i) 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 European Union (Withdrawal)
Act 2018 (“EUWA”); nor (iii) a qualified investor as defined in paragraph 15 of Schedule 1 to the Public
Offers and Admissions to Trading Regulations 2024. 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.: 2026-3
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 12 February
2041
(“Subordinated Notes”)

The date of this Supplement is 10 February 2026.
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 : 12 February 2026
13 Issue Price : 100 per cent. per Denomination
14 Commissions Payable : As set out in the Subscription
Acknowledgement dated 10 February 2026
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 12 February 2036 (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$304.25 payable semi-annually in arrear per
Denomination
Interest Rate : 6.085 per cent. per annum payable semi-
annually in arrear.
Interest Commencement Date, if
not Issue Date
: Issue Date
Interest Payment Dates :
Semi-annually, each 12 February and 12
August commencing on 12 August 2026 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 12 February, 12 May, 12
August and 12 November, commencing on 12
May 2036 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 1.33 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 : 12 February 2041
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
: 12 February 2036
Early Redemption Amount (Call) : As set out in Condition 8.3
Early Redemption Date (Call) : 12 February 2036 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
principal amount and the means
: Not Applicable

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 : AU3CB0331130
35 Common Code : 329414523
36 Common Depository : Not Applicable
37 Austraclear Number : WP 2308
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
and the Schedule to this Supplement


CONFIRMED
For and on behalf of
Westpac Banking Corporation

By:


Name


Position


Date:

10 February 2026


Emily Blythe
Associate Director, Global Funding

Schedule

The Information Memorandum is hereby supplemented with Westpac’s 2025 Risk Factors lodged with
the ASX on 3 November 2025, which shall be deemed to be incorporated in, and to form part of, the
Information Memorandum. Save as otherwise defined herein, terms defined in the Information
Memorandum have the same meaning when used in this Schedule. To the extent there is any
inconsistency between any statement in this Schedule and any other statement in or incorporated by
reference in the Information Memorandum prior to the date of this Supplement, the statements in this
Schedule will prevail.