Westpac Banking : Capital Notes 4 Prospectus

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Westpac Capital Notes 4

PROSPECTUS AND WESTPAC TPS REINVESTMENT OFFER INFORMATION

ISSUER

Westpac Banking Corporation ABN 33 007 457 141

DATE OF THIS PROSPECTUS

17 May 2016

ARRANGER

Westpac Institutional Bank

JOINT LEAD MANAGERS

Westpac Institutional Bank ANZ Securities Limited

Commonwealth Bank of Australia

Morgan Stanley Australia Securities Limited Morgans Financial Limited

National Australia Bank Limited UBS AG, Australia Branch

CO-MANAGERS

Bell Potter Securities Limited JBWere Limited

Macquarie Equities Limited Shaw and Partners Limited

ONLINE MANAGER

Westpac Online Investing

Investments in Westpac Capital Notes 4 are an investment in Westpac and may be affected by the ongoing performance and financial position of Westpac. Westpac Capital Notes 4 are not deposit liabilities of Westpac, are riskier than a bank deposit and may not be suitable for some investors. In some circumstances, it is possible that Holders may lose all of the value of their investment.

IMPORTANT NOTICES

About this Prospectus

This Prospectus relates to the offer of Westpac Capital Notes 4 ("Notes") at an Issue Price of $100 each to raise approximately $750 million with the ability to raise more or less.

The Westpac Capital Notes 4 offered under this Prospectus are designated as Series 2016-1.

This Prospectus is dated 17 May 2016 and was lodged with the Australian Securities and Investments Commission ("ASIC") on that date. ASIC and ASX Limited ("ASX") take no responsibility for the content of this Prospectus nor for the merits of the investment to which this Prospectus relates. This Prospectus expires on the date which is 13 months after the date of this Prospectus ("Expiry Date") and no Notes will be issued or transferred on the basis of this Prospectus after the Expiry Date.

Status of Westpac Capital Notes 4

Westpac Capital Notes 4 are fully paid, non-cumulative, convertible, transferable, redeemable, subordinated1, perpetual, unsecured notes issued by Westpac.

The Notes are not deposit liabilities or protected accounts of Westpac for the purposes of the Banking Act or Financial Claims Scheme and are not subject to the depositor protection provisions of Australian banking legislation (including the Australian Government guarantee of certain bank deposits).

Investment-type products are subject to investment risk, including possible delays in payment and loss of income and principal invested. Except as required by law, and only to the extent so required, neither Westpac nor any other person in any way warrants or guarantees the capital value or performance of the Notes, the performance of Westpac or any particular rate of return on any investment made under this Prospectus. If a Capital Trigger Event or Non-Viability Trigger Event occurs, Westpac will be required to Convert some or all of the Notes (or, where Conversion does not occur for any reason and Ordinary Shares are not issued for any reason, then: (i) those Notes will not be Converted in respect of such Capital Trigger Event or Non-Viability Trigger Event (as the case may be) and will not be Converted, Redeemed or Transferred on any subsequent date; (ii) all rights in relation to those Notes will be terminated; and (iii) Holders will suffer loss as a consequence).

If Conversion occurs in these circumstances, Holders may (in the case of a Capital Trigger Event) and are likely to (in the case of a Non-Viability Trigger Event) receive Ordinary Shares that are worth significantly less than the Face Value of the Notes. If Holders receive Ordinary Shares worth less than the Face Value of the Notes, they will suffer loss as a consequence.

Defined words and expressions

Some words and expressions used in this Prospectus are capitalised as they have defined meanings. The Glossary in Appendix A and clause 16.2 of the Westpac Capital Notes 4 Terms in Appendix B define these words and expressions.

A reference to time in this Prospectus is to Sydney time, unless otherwise stated. A reference to $, A$, dollars and cents is to Australian currency, unless otherwise stated.

No representations other than in this Prospectus

You should rely only on information in this Prospectus. No person is authorised to provide any information or to make any representations in connection with the Offer which are not contained in this Prospectus. Any information or representations not contained in this Prospectus may not be relied upon as having been authorised by Westpac in connection with the Offer.

About the responsible entity of Westpac TPS Trust

Westpac RE Limited (ABN 80 000 742 478) ("WREL") has not authorised or caused the issue of this Prospectus or the making of the Offer, and has not been involved in the preparation of any part of this Prospectus, other than those parts relating specifically to the redemption of Westpac TPS.

WREL has not made any statement or purported to make any statement in this Prospectus or any statement on which a statement in this Prospectus is based.

Past performance information

The financial information provided in this Prospectus is for information purposes only and is not a forecast of operating results to be expected in future periods. Past performance is not a reliable indication of future performance.

This Prospectus does not provide investment advice - you should seek your own professional investment advice

The information in this Prospectus is not investment advice and has been prepared without taking into account your investment objectives, financial situation and particular needs (including financial and taxation considerations) as an investor. You should consider the appropriateness of the Notes having regard to these factors before deciding to apply for Notes. It is important that you read the entire Prospectus (including the investment risks described in Sections 1.5 and 5) and seek professional investment advice from your financial adviser or other professional adviser before deciding whether to apply for Notes.

Except for any liability which cannot be excluded by law, each Joint Lead Manager and its respective directors, officers, employees and advisers expressly disclaims and does not accept any liability for the contents of this Prospectus, the Notes or the Offer.

This Prospectus also contains information in relation to (amongst other things) the Reinvestment Offer. Neither Westpac nor any other person is providing any investment advice or making any recommendation to Eligible Westpac TPS Holders in respect of the Reinvestment Offer.

Note:

Restrictions in foreign jurisdictions

This Offer is being made in Australia only and this Prospectus does not constitute an offer in any jurisdiction in which, or to any person to whom, it would not be lawful to make such an offer. No action has been taken to register or qualify the Notes or the Offer or to otherwise permit a public offering of the Notes in any jurisdiction outside Australia. The distribution of this Prospectus (including an electronic copy) in jurisdictions outside Australia may be restricted by law.

You should read the foreign selling restrictions (including, in particular, the restrictions on US Persons) in Section 7.13. If you come into possession of this Prospectus in jurisdictions outside Australia, you should seek advice on, and observe, any such restrictions. If you fail to comply with such restrictions that failure may constitute a violation of applicable securities laws.

Exposure period

The Corporations Act prohibits the acceptance of Applications during the seven day period after the date this Prospectus was lodged with ASIC. This period is referred to as the "exposure period" and ASIC may extend this period by up to a further seven days (that is up to 14 days in total). The purpose of the exposure period is to enable this Prospectus to be examined by market participants before the Opening Date.

How to obtain a Prospectus and an Application Form

During the Offer Period:

• Eligible Westpac TPS Holders will be mailed a hard copy of this Prospectus with a

  personalised Reinvestment Application Form;

• Eligible Securityholders may obtain a hard copy of this Prospectus with a

  personalised Securityholder Application Form accompanying it by:

  • registering online to receive a Prospectus and a Securityholder Application

    Form at www.westpac.com.au/westpaccapnotes4; or

  • calling the Westpac Capital Notes 4 Information Line (Monday to Friday, 8.30am to 5.30pm, Sydney time) on 1300 363 136.

• Broker Firm Applicants can obtain a copy of this Prospectus, including a Broker Firm Application Form, by downloading an electronic copy from www.westpac.com.au/westpaccapnotes4 or from their Syndicate Broker.

An electronic copy of this Prospectus can be downloaded at

www.westpac.com.au/westpaccapnotes4.

This Prospectus is only available electronically to persons accessing and downloading or printing the electronic version of this Prospectus in Australia. If you access an electronic copy of this Prospectus, you should ensure that you download and read the entire Prospectus.

The Corporations Act prohibits any person from passing the Application Form on to another person unless it is attached to a hard copy of this Prospectus or the complete and unaltered electronic version of this Prospectus.

Applications for Westpac Capital Notes 4

Applications for Notes under this Prospectus may only be made during the Offer Period on an Application Form attached to or accompanying this Prospectus including, in the case of Eligible Westpac TPS Holders and Eligible Securityholders, by submitting an online Application at www.westpac.com.au/westpaccapnotes4.

For information on who is eligible to apply for Notes under the Offer and how to make an Application - see Section 8 and the Application Form.

No withdrawal of Application

You cannot withdraw your Application once it has been lodged, except as permitted under the Corporations Act.

Refunds

If you are Allocated less than the number of Notes that you applied for, you will receive a refund cheque as soon as possible after the Issue Date. If the Offer does not proceed, any Application Payment you have made will be refunded to you. No interest will be payable on Application Payments.

Trading in Westpac Capital Notes 4

It is your responsibility to determine your Allocation before trading in Notes to avoid the risk of selling Notes you do not own. To assist you in determining your Allocation before the receipt of your Holding Statement, you may call the Westpac Capital Notes 4 Information Line (Monday to Friday, 8.30am to 5.30pm, Sydney time) on 1300 363 136 if you are an Eligible Westpac TPS Holder or Eligible Securityholder, or contact your Syndicate Broker if you are a Broker Firm Applicant. If you sell Notes before you receive confirmation of your Allocation, you do so at your own risk.

Providing personal information

You will be asked to provide personal information to Westpac (directly or via its agents, including the Registrar) if you apply for Notes. See Section 7.14 for information on how Westpac (and its agents, including the Registrar on its behalf) collects, holds and uses this personal information. You can also obtain a copy of Westpac's privacy policy at www.westpac.com.au/privacy.

Incorporation by reference

Information contained in or accessible through the documents or websites mentioned in this Prospectus does not form part of this Prospectus unless it is specifically stated that the document or website is incorporated by reference and forms part of this Prospectus.

Enquiries

If you have any questions in relation to the Offer, please call the Westpac Capital Notes 4 Information Line (Monday to Friday, 8.30am to 5.30pm, Sydney time) on 1300 363 136 (local call cost within Australia) or contact your financial adviser or other professional adviser.

1 See Sections 1.4 and 2.6 for a description of how the Notes will rank in a Winding Up. BPAY® is a registered trademark of BPAY Pty Ltd ABN 69 079 137 518.

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TABLE OF CONTENTS

Important notices Inside front cover

Guidance for retail investors 2

Key dates 3

1. Investment overview 4

2. Information about Westpac Capital Notes 4 18

3. Reinvestment Offer for Westpac TPS Holders 38

4. About Westpac 44

5. Investment risks 55

6. Australian tax summary 71

7. Other information 77

8. Applying for Westpac Capital Notes 4 85

Appendix A Glossary 92

Appendix B Westpac Capital Notes 4 Terms 102

Corporate directory Inside back cover

ppendix

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TABLE OF CONTENTS 1

GUIDANCE FOR RETAIL INVESTORS

1. Read this Prospectus in full	If you are considering applying for Notes under the Offer, this Prospectus is important and should be read in its entirety. You should have particular regard to the: "Investment overview" in Section 1 and "Information about Westpac Capital Notes 4" in Section 2; "Reinvestment Offer for Westpac TPS Holders" in Section 3 (if you are an Eligible Westpac TPS Holder); "Investment risks" in Section 5; and "Westpac Capital Notes 4 Terms" in Appendix B. In considering whether to apply for Notes, it is important to consider all risks and other information regarding an investment in Notes in light of your particular investment objectives and circumstances.
2. Speak to your professional adviser	You should seek professional guidance from your stockbroker, solicitor, accountant or other independent and qualified professional adviser about the Offer.
3. Consider the ASIC guidance for retail investors	Further guidance on investing in bank hybrid securities can be found on ASIC's MoneySmart website at https://www.moneysmart.gov.au or via a link at www.westpac.com.au/westpaccapnotes4. A free copy of the ASIC guidance may also be obtained by calling ASIC on 1300 300 630 (from within Australia) or +61 3 5177 3988 (from outside Australia).
4. Learn more about investing in bank hybrid securities	Westpac's Guide to Bank Hybrids, a web-based guide to help investors understand some of the typical features and risks associated with an investment in bank hybrid securities, is available at www.westpac.com.au/bankhybridguide. The Guide to Bank Hybrids provides a brief overview of hybrid investments, including how to invest in an Australian bank and the typical features and risks of different types of bank hybrids. The Guide to Bank Hybrids may be helpful when you are considering an investment in the Notes.
5. Obtain further information about Westpac and Westpac Capital Notes 4	Westpac is a disclosing entity for the purposes of the Corporations Act and, as a result, is subject to regular reporting and disclosure obligations under the Corporations 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 securities, including Copies of documents lodged with ASIC can be obtained from, or inspected at, an ASIC office and Westpac's ASX announcements may be viewed on www.asx.com.au (ASX code WBC). Further information about Westpac, including Westpac's half-yearly and the Notes. annual financial reports, presentations and other investor information, can be obtained from www.westpac.com.au/investorcentre.

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