Westpac Banking : Appendix 3B - Interim

Microsoft Word - Tekapo - Appendix 3B - FINAL.docx Appendix 3B New issue announcement,

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

application for quotation of additional securities and agreement

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.

Name of entity

Westpac Banking Corporation (Westpac)

ABN

33 007 457 141

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

Westpac Capital Notes 4

1. Class of securities issued or to be issued

   Approximately 7,500,000 but may be more or less.

2. Number of securities issued or to be issued (if known) or maximum number which may be issued

   Refer to the Westpac Capital Notes 4 Prospectus lodged with ASX on 17 May 2016 ("Prospectus") (in particular, the "Investment overview" in Section 1, the "Information about Westpac Capital Notes 4" in Section 2 and the "Westpac Capital Notes 4 Terms" in Appendix B).

   Capitalised terms not otherwise defined in this Appendix 3B have the meaning set out in the Prospectus.

   Westpac Capital Notes 4 are fully paid, non-cumulative, convertible, transferable, redeemable, subordinated, perpetual, unsecured notes issued by Westpac.

   Westpac Capital Notes 4 pay non-cumulative floating rate Distributions quarterly in arrear, subject to satisfaction of the Distribution Payment Conditions, including Westpac's absolute discretion. The first Distribution is scheduled to be paid on 30 September 2016.

   The Distribution Rate is determined quarterly as the sum of the 90 day Bank Bill Rate plus a fixed Margin, together multiplied by (1 - the Tax Rate). The Margin is to be determined at the end of the

3. Principal terms of the securities (eg, if options, exercise price and expiry date; if partly paid securities, the amount outstanding and due dates for payment; if convertible securities, the conversion price and dates for conversion)

   In a Winding Up of Westpac, Westpac Capital Notes 4 rank for payment ahead of Ordinary Shares, equally among themselves and with all Equal Ranking Capital Securities and subordinated to Senior Creditors.

   On Conversion, Westpac Capital Notes 4 Holders will be issued fully paid Ordinary Shares. Those Ordinary Shares will rank equally with all Ordinary Shares already on issue in all respects.

   Holders' rights in relation to Westpac Capital Notes 4 may also be terminated in certain circumstances where Conversion does not occur following a Capital Trigger Event or Non-Viability Trigger Event.

   For more information refer to the Prospectus (in particular, sections 1.4, 2.6, 5.1.8, 5.1.9, 5.1.23 and 5.1.24).

4. Do the securities rank equally in all respects from the issue date with an existing class of quoted securities?

   If the additional securities do not rank equally, please state:

   • the date from which they do

   • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

   • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

     Bookbuild.

     Westpac Capital Notes 4 will Convert into Ordinary Shares on the Scheduled Conversion Date, subject to satisfaction of the Scheduled Conversion Conditions. The first possible Scheduled Conversion Date will be 20 December 2023. If the Scheduled Conversion Conditions are not satisfied on 20 December 2023, Conversion is deferred until the next Distribution Payment Date in respect of which the Scheduled Conversion Conditions are satisfied (unless Converted, Redeemed or Transferred earlier in accordance with the Westpac Capital Notes 4 Terms). Upon Scheduled Conversion, Westpac Capital Notes 4 Holders will receive a variable number of Ordinary Shares (based on the VWAP during the 20 Business Days before the Scheduled Conversion Date).

     Westpac Capital Notes 4 may, at Westpac's option, be Converted, Redeemed (if APRA gives its prior written approval) or Transferred on 20 December 2021, or upon the occurrence of a Tax Event or Regulatory Event.

     Westpac must Convert the Westpac Capital Notes 4 on the occurrence of a Capital Trigger Event, Non-Viability Trigger Event or Acquisition Event. If Conversion does not occur for any reason following a Capital Trigger Event or Non-Viability Trigger Event, all rights in relation to the Westpac Capital Notes 4 will be terminated.

     Westpac Capital Notes 4 Holders do not have any right to vote at a general meeting of Westpac before Conversion. Holders have certain voting rights which can be exercised at a meeting of Holders. Following Conversion, Holders will become holders of Ordinary Shares and have the rights that attach to Ordinary Shares.

     Rule 2.7, 3.10.3, 3.10.4, 3.10.5

     A$100 per Westpac Capital Note 4

5. Issue price or consideration

   Rule 2.7, 3.10.3, 3.10.4, 3.10.5

   Westpac is issuing the Westpac Capital Notes 4 to raise regulatory capital which satisfies the requirements of APRA. The Notes will qualify as Additional Tier 1 Capital for APRA purposes. The proceeds received under the Offer will be used by Westpac for general business purposes.

6. Purpose of the issue

   (If issued as consideration for the acquisition of assets, clearly identify those assets)

   Not Applicable

   6a Is the entity an eligible entity that has obtained security holder approval under rule 7.1A?

   If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

   Not Applicable

   6b The date the security holder resolution under rule 7.1A was passed

   Not Applicable

   6c Number of securities issued without security holder approval under rule 7.1

   Not Applicable

   6d Number of securities issued with security holder approval under rule 7.1A

   Not Applicable

   6e Number of securities issued with security holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

   Not Applicable

   6f Number of securities issued under an exception in rule 7.2

   Not Applicable

   6g If securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.

   Not Applicable

   6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration

   was released to ASX Market Announcements

   Not Applicable

   6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

   Date of entry into uncertificated holdings is expected to be 30 June 2016.

   Holding Statements are expected to be dispatched by 5 July 2016.

7. Issue dates

   Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

8. Number and class of all securities quoted on ASX (including the securities in clause 2 if applicable)

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Number	Class
3,335,774,947	Fully Paid Ordinary Shares
16,950	Series 2009-7 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHAL
3,900	Series 2010-1 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHAM
13,000	Series 2010-11 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHAY
19,250	Series 2012-6 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHAW
7,250	Series 2012-7 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHAX
24,000	Series 2013-1 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHAZ
2,500	Series 2013-2 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHBA
21,000	Series 2014-1 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHBB
11,000	Series 2014-2 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHBC
10,000	Series 2014-3 Fully Paid Subordinated Floating Rate Medium Term Notes ASX Code WBCHBD
24,500	Series 2015-1 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHBF