72c9add0-2b6f-4ad7-af6e-104b83ab2f94.pdf

Group Secretariat Level 20, 275 Kent Street Sydney NSW 2000 Australia Phone +61 (0)2 8219 8990‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌‌

Facsimile + 61 (0)2 8253 1215 www.westpac.com.au

26 July 2016

Market Announcements Office ASX Limited

20 Bridge Street

SYDNEY NSW 2000

Dear Sir / Madam

Westpac Launches NZD Subordinated Notes Offer

Attached please find a copy of an announcement released by Westpac Banking Corporation on the NZX today. Attached to the announcement are modified forms of the following offer-related documents:

  1. the product disclosure statement dated 26 July 2016 (PDS) and

  2. the roadshow presentation.

Please note that the offer of NZD subordinated notes is not open to Australian residents. In addition, certain information in the announcement, the PDS and the roadshow presentation has been redacted to comply with legal requirements.

Yours sincerely,

Tim Hartin Company Secretary

NZX ANNOUNCEMENT

26 July 2016

WESTPAC LAUNCHES NZD SUBORDINATED NOTES OFFER

Westpac Banking Corporation (ABN 33 007 457 141), acting through its Sydney head office (Westpac), today announced that it is making an offer of up to NZ$250 million of unsecured, subordinated, fixed rate notes (Notes) with the ability to accept unlimited oversubscriptions (Offer).

The Offer will open on 5 August 2016 and is expected to close on 26 August 2016.

The Offer is only open to investors resident in New Zealand. Investors will only be able to obtain an allocation of Notes through the Joint Lead Managers, the Co-Managers or their financial adviser.

The Notes have a term of 10 years and are scheduled to be repaid on 1 September 2026. However, at Westpac's option and subject to certain conditions, including the prior written approval of the Australian Prudential Regulation Authority (APRA), the Notes may be repaid from 1 September 2021 (in 5 years) or earlier in some circumstances.

If Westpac encounters severe financial difficulty, a non-viability trigger event could occur and some or all of the Notes may be converted into Westpac ordinary shares (or written off completely). If any Notes are converted following a non-viability trigger event, it is likely that the maximum conversion number will apply and limit the number of Westpac ordinary shares to be issued. In this case, the value of the Westpac ordinary shares received is likely to be significantly less than the aggregate principal amount of the Notes converted. Please refer to the product disclosure statement (PDS) for the Offer for full details.

The Notes will qualify as Tier 2 Capital for Westpac under APRA's Basel III capital adequacy framework.

The Notes will pay a fixed rate of interest, which will be reset on 1 September 2021. The interest rate will be the sum of the New Zealand 5 year swap rate on the rate set date (being 4 August 2016) and the margin. Interest is scheduled to be paid quarterly in arrear subject to Westpac satisfying the solvency condition.

The indicative margin range for the Notes is 2.60% to 2.80% per annum. The margin will be determined by Westpac following the bookbuild and will not change over the term of the Notes. The margin and interest rate will be announced via NZX on or before the opening date for the Offer.

The Notes are expected to be quoted on the NZX Debt Market

Further Information and Applications

Westpac has appointed Westpac Banking Corporation (acting through its New Zealand branch) as Arranger and a Joint Lead Manager for the Offer. BNZ, Deutsche Craigs, First NZ Capital, Forsyth Barr and Macquarie have been appointed as the other Joint Lead Managers. JBWere and Macquarie Equities have been appointed as Co-Managers.

To obtain a free copy of the PDS for the Offer, interested investors should contact a Joint Lead Manager or Co-Manager (details below) or their financial adviser. A copy of the PDS is also available at www.westpac.com.au/westpacnzdsubnotes. There are restrictions on offering, issuing or selling the Notes outside New Zealand, as set out in the PDS.

The Notes are complex financial products that are not suitable for many investors. If you do not fully understand how the Notes work or the risks associated with them, then you should not invest in them. You should read the PDS for the Notes in full. You can seek advice from a financial adviser to help you make an investment decision.

- ENDS -

Further enquiries

Westpac Media Relations (Sydney) Sharon Rockell

Mob: +61 420 598 994

Westpac Investor Relations (Sydney) Andrew Bowden

Tel: +61 2 8253 4008

Mob: +61 438 284 863

Arranger & Joint Lead Manager Westpac Banking Corporation

(acting through its New Zealand branch)

Tel: 0800 942 822

www.westpac.com.au/investorcentre

Joint Lead Managers

BNZ

Tel: 0800 284 017

www.bnz.co.nz

Deutsche Craigs

Tel: 0800 226 263

www.craigsip.com

First NZ Capital

Tel: 0800 005 678

www.firstnzcapital.co.nz

Forsyth Barr

Tel: 0800 367 227

www.forsythbarr.co.nz

Macquarie

Tel: 0800 742 737

www.macquarie.com/nz/corporate

Co-Managers JBWere Macquarie Equities

Tel: 0800 555 555 Tel: 0800 742 737

www.jbwere.co.nz www.macquarie.com/nz/personal-nz

The Notes may only be offered for sale or sold in New Zealand. In particular, the Notes will not be registered under the U.S. Securities Act of 1933, as amended (U.S. Securities Act) or the securities law of any state of the United States and may not be offered, sold or delivered or transferred 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).

2

Product Disclosure Statement

Offer of Westpac NZD Subordinated Notes

by Westpac Banking Corporation

The date of this document is 26 July 2016

This document gives you important information about this investment to help you decide whether you want to invest. There is other useful information about this offer on www.business.govt.nz/disclose.

This investment is riskier than a bank deposit. The Westpac NZD Subordinated Notes are complex financial products that are not suitable for many investors. If you do not fully understand how they work or the risks associated with them, you should not invest in them. You can seek advice from a financial adviser to help you make an investment decision.

Westpac Banking Corporation has prepared this document in accordance with the Financial Markets Conduct Act 2013.

ARRANGER AND ORGANISING PARTICIPANT

Westpac Banking Corporation (acting through its New Zealand branch)

JOINT LEAD MANAGERS

BNZ

Deutsche Craigs First NZ Capital Forsyth Barr Macquarie

Westpac Banking Corporation (acting through its New Zealand branch)

CO-MANAGERS

JBWere

Macquarie Equities

Westpac Banking Corporation published this content on 26 July 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 25 July 2016 22:01:22 UTC.

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