Westpac Banking : VIEWs - Supplementary PDS

Westpac Vanilla Instalment Equity Warrants

Supplementary Product Disclosure Statement

31 January 2017

Issued by Westpac Banking Corporation ABN 33 007 457 141 AFSL 233714

1. Introduction

   This Supplementary Product Disclosure Statement dated 31 January 2017 (the SPDS) supplements the Westpac Vanilla Instalment Equity Warrants (Westpac VIEWs) Product Disclosure Statement dated 14 April 2014 (the Original PDS) as previously supplemented by the SPDS dated 4 August 2016.

   This SPDS should be read with the Original PDS. Together they form the Product Disclosure Statement (the PDS) for Westpac VIEWs. The information contained in this SPDS combines, replaces and supersedes the previous SPDS. This SPDS is also available on Westpac's website at www.westpac.com.au/structuredinvestments.

   Terms defined in the Original PDS have the same meaning in this SPDS, unless the context requires otherwise.

   This SPDS:

2. provides details of the individual Series of Westpac VIEWs;

3. identifies in bold and marked (*) in the Summary Table below details of the new Series of Westpac VIEWs (New Westpac VIEWs);

4. updates wording in the Original PDS in relation to Underlying Securities and Listed Entities;

5. updates wording in the Original PDS in relation to tax considerations;

6. updates wording in the Original PDS to reflect that Net Nominees Limited, the Security Trustee, is no longer an Authorised Representative of Westpac;

7. removes references to the requirement for ASX consent (where previously applicable) in relation to the exercise of Westpac's discretion to amend or adjust the Terms of the Westpac VIEWs or a Series of Westpac VIEWs, to reflect changes to the ASX Operating Rules; and

8. amends wording in the Original PDS in relation to amendments to the Terms of Issue.

9. 2

10. Summary Table

    Set out below is the consolidated Summary Table of the Series of Westpac VIEWs on offer. This Summary Table combines, replaces and supersedes all previous summary tables in respect of the Series referred to in the table below. The details for the New Westpac VIEWs are highlighted in bold and marked (*).

    Underlying Securities ASX Code	Relevant Listed Entity	ASX Code	Loan Amount (Completion Payment)	Minimum number of Securities for Security holder Applications	Date of PDS or SPDS under which VIEWs were Issued	Completion Date	Issue Size
    ANZ	Australia and New Zealand Banking Group Limited	ANZIWG	$19.5000	125	27/11/2015	30/03/2017	10 million
    ANZ	Australia and New Zealand Banking Group Limited	ANZIWJ*	$20.8500	125	31/01/2017	29/03/2018	10 million
    BHP	BHP Billiton Limited	BHPIWG	$14.0000	170	27/11/2015	30/03/2017	10 million
    BHP	BHP Billiton Limited	BHPIWJ*	$19.5000	140	31/01/2017	29/03/2018	10 million
    CBA	Commonwealth Bank of Australia	CBAIWH	$52.0000	50	4/08/2016	29/09/2017	10 million
    CBA	Commonwealth Bank of Australia	CBAIWI	$37.4000	70	4/08/2016	29/09/2017	10 million
    IHD	iShares S&P/ ASX Dividend Opportunities ETF	IHDIWG	$9.7000	250	27/11/2015	30/03/2017	10 million
    IOZ	iShares Core S&P/ASX 200 ETF1	IOZIWG	$15.4000	160	27/11/2015	30/03/2017	10 million
    IOZ	iShares Core S&P/ASX 200 ETF1	IOZIWJ*	$16.5000	160	31/01/2017	29/03/2018	10 million
    NAB	National Australia Bank Limited	NABIWG	$20.0250	110	27/11/2015	30/03/2017	10 million
    NAB	National Australia Bank Limited	NABIWJ*	$21.4000	110	31/01/2017	29/03/2018	10 million
    RIO	Rio Tinto Limited	RIOIWG	$34.0000	70	27/11/2015	30/03/2017	10 million
    RIO	Rio Tinto Limited	RIOIWJ*	$46.6000	50	31/01/2017	29/03/2018	10 million
    SUN	Suncorp Group Limited	SUNIWG	$9.2000	280	27/11/2015	30/03/2017	10 million
    SYD	Sydney Airport	SYDIWH	$5.0000	500	4/08/2016	29/09/2017	10 million
    SYD	Sydney Airport	SYDIWI	$3.5500	700	4/08/2016	29/09/2017	10 million
    TCL	Transurban Group	TCLIWH	$8.4000	300	4/08/2016	29/09/2017	10 million
    TCL	Transurban Group	TCLIWI	$6.0000	400	4/08/2016	29/09/2017	10 million
    TLS	Telstra Corporation Limited	TLSIWH	$4.0000	650	4/08/2016	29/09/2017	10 million
    TLS	Telstra Corporation Limited	TLSIWI	$2.8500	900	4/08/2016	29/09/2017	10 million

    3

    Underlying Securities ASX Code	Relevant Listed Entity	ASX Code	Loan Amount (Completion Payment)	Minimum number of Securities for Security holder Applications	Date of PDS or SPDS under which VIEWs were Issued	Completion Date	Issue Size
    WES	Wesfarmers Limited	WESIWG	$27.5000	90	27/11/2015	30/03/2017	10 million
    WES	Wesfarmers Limited	WESIWJ*	$28.9000	80	31/01/2017	29/03/2018	10 million
    WPL	Woodside Petroleum Limited	WPLIWG	$21.0000	120	27/11/2015	30/03/2017	10 million

    1. iShares Core S&P/ASX 200 ETF was previously named iShares S&P/ASX 200 ETF.

    Note:

11. The minimum application amounts apply as follows:

    • Cash Applicants - the total First Payment must be $2,000 or greater;

    • Securityholder Applicants - as specified in the Summary Table;

    • Rollover Applicants - the minimum value of the warrants being rolled over must be $2,000. Westpac may waive these minimum amounts in exceptional circumstances.

12. There is no minimum issue size. The issue size per Series is currently 10 million.

14. Key Dates

    The Completion Date for each Westpac VIEW ending in the letter 'G' is set out in the table below.

    Completion Date 30 March 2017

    The Completion Date for each Westpac VIEW ending in the letter 'H' is set out in the table below.

    Completion Date 29 September 2017

    The Completion Date for each Westpac VIEW ending in the letter 'I' is set out in the table below.

    Completion Date 29 September 2017

    The Completion Date for each Westpac VIEW ending in the letter 'J' is set out in the table below.

    Completion Date 29 March 2018

15. How to Apply

    You can apply for the Westpac VIEWs offered under this SPDS by completing the relevant Application Form accompanying the PDS.

16. Trading on the ASX

    The New Westpac VIEWs will commence trading on the ASX on a normal settlement basis on 31 January 2017.

17. Underlying Securities and Listed Entities

18. In the Investment Overview Table on page 2 of the Original PDS, the first sentence in the section What are the Underlying Securities? section is deleted and replaced with:

    "The Underlying Securities are shares in ASX-listed companies, units in ASX-listed unit trusts and ASX-quoted exchange traded funds."

    In Section 9 of the Original PDS, the definition of Listed Entity on page 56 is deleted and replaced with:

    4