Westpac Banking : Pricing Supplement - fixed rate instruments due June 2021

004a9f5e-db97-4199-a01c-905dfa58fc99.pdf

Series No.: 2016-3

Tranche No.:

,11estpac GROUP

Westpac Banking Corporation (ABN 33 007 457 141)

Debt Issuance Programme Issue of

A$500,000,000 Fixed Rate Instruments due June 2021

("Debt Instruments")

These Debt Instruments have been certified as Climate Bonds under the Climate Bonds Standard by the Climate Bonds Standard Board of the Climate Bonds Initiative ("CBI'?- Note that certification as a Climate Bond is neither a recommendation to buy, sellor hold securities, nor a credit rating, and may be subject to withdrawal at any time if the Issuer does not comply with certain ongoing requirements of the Climate Bond Standard.

The date of this Supplement is 30 May 2016.

This Supplement (as referred to in the Information Memorandum in relation to the above Programme dated 5 March 2014 ("Information Memorandum")) relates to the Tranche of Debt Instrument s referred to above. It is supplementary to, and should be read in conjunction with the Senior 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 Debt Instruments 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 Debt Instruments 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)

1. Relevant Dealer Westpac Banking Corporation (ABN 33 007 457 141)

2. Registrar and Australian Paying Agent

BTA Institutional Services Australia Limited (ABN 48 002 916 396) of Level 2, 35 Clarence Street, Sydney

NSW 2000

5 Calculation Agent BTA Institutional Services Australia Limited (ABN 48 002 916 396)

1. Issuing and Paying Agent (Offshore)

2. If to form a single Series with an existing Series, specify date on which all Debt Instruments of the Series become fungible, if not the Issue Date

3. Status

4. Currency

1. Aggregate Principal Amount of Tranche

2. If interchangeable with existing Series, Series No.

3. Issue Date

4. Issue Price

14 Commissions Payable

1. Selling Concession

2. Purchase Price

3. Denomination

18 Partly Paid Senior Notes

If yes, specify number, amounts and dates for, and method of, payment of instalments of subscription moneys and any further additional provisions (including Forfeiture Dates in respect of late payment of Partly Paid Unsubordinated Notes)

1. Type of Debt Instruments

2. If interest-bearing, specify which of the relevant Conditions is applicable, and then specify the matters required for the relevant Condition, namely

Not Applicable Not Applicable

Senior

Australian dollars ("A$") A$500,000,000

Not Applicable

3 June 2016

99.725 per cent. per Denomination

As set out in the Subscription Acknowledgement dated 30 May 2016 between the Issuer and the Lead Manager and Dealer.

Not Applicable

A$99,725 fully paid per Denomination A$100,000

The minimum aggregate consideration for offers or

transfers of the Debt Instruments 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.

Not Applicable

Fixed Rate Debt Instrument Condition 5.2 applies

21 Fixed Rate Debt Instruments Fixed Coupon Amount Interest Rate

Interest Commencement Date, if not Issue Date Interest Payment Dates Day Count Fraction Initial Broken Amount Final Broken Amount

Applicable

A$1,550 per Denomination

3.10 per cent. per annum payable semi-annually in arrear

Issue Date

3 June and 3 December of each year commencing on 3 December 2016, up to and including the Maturity Date, subject to adjustment in accordance with the Applicable Business Day Convention specified below.

Australian Bond Basis Not Applicable

Not Applicable

Applicable Business Convention

• for Interest Payment Dates:

• for Interest Period End Dates:

• for Maturity Date:

• any other date:

Additional Business Centre(s) 22 Floating Rate Debt Instruments 23 Index-Linked Interest Instrument provisions

1. Other rates
2. Accrual of interest
3. Default Rate
4. Overdue Rate
5. Zero Coupon Debt Instrument
6. Reference Price

30 Maturity Date

1. Maturity Redemption Amount
2. Early Redemption Amount (Tax) Specify if applicable

Day Debt

Modified Following Business Day Convention Not applicable

Modified Following Business Day Convention

Not applicable Sydney

Not Applicable Not Applicable

Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable

3 June 2021, subject to adjustment in accordance with the Applicable Business Day Convention specified above.

100 per cent. of the Outstanding Principal Amount of the Debt Instruments.

Applicable

Specify minimum notice period

Specify maximum notice period

Specify any conditions to early redemption

If Early Redemption Amount (Tax) is not the Outstanding Principal Amount, together with accrued interest (if any) thereon of the Debt Instruments, insert amount or full calculation provisions

1. Early Redemption Amount (Call)1 Specify if applicable

2. Early Redemption Amount (Put) Specify if applicable

3. Early Redemption Amount (Adverse Tax Event)

Specify if applicable

15 days

45 days

Not Applicable

100 per cent. of the Outstanding Principal Amount of the Debt Instruments .

Not Applicable

Not Applicable

Not Applicable

36 Early Redemption (Regulatory Event)

Specify if applicable

1. Early Termination Amount

   Amount

   Not Applicable

   If Early Termination Amount is not the Outstanding Principal Amount of the Debt Instruments, insert amount or full calculation provisions

   Specify if Holders are not to receive accrued interest on early redemption on default

2. Redemption of Zero Coupon Debt Instruments

39 Deed Poll

1. Taxation

2. Other relevant terms and conditions

42 ISIN

100 per cent. of the Outstanding Principal Amount of the Debt Instruments.

Not Applicable

Not Applicable

Senior Note Deed Poll dated 5 March 2014 Condition 8.8 is applicable

Not Applicable AU3CB0237683

IAny failure to comply with the Climate Bonds Standard, any withdrawal of the certification of the Debt Instruments for any reason, any failure by the Issuer or any Nominated Project to comply with any Environmental Laws and Standards or any failure by the Issuer to make the notifications required by Item 57 below will not permit an early redemption of the Debt Instruments. Capitalised expressions in this footnote are described or defined in the Schedule.