Westpac Banking : Appendix 3B

Appendix 3B

New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement, 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)

ABN33 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).

• 1 Class of securities issued or to be issued

  Tranche No. 1 of Series 2019-1 fully paid senior fixed rate medium term notes due January 2026 ("Series 2019-1 Notes")

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

  400 Series 2019-1 Notes.

• 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)

  The Series 2019-1 Notes are fully paid senior notes paying fixed rate interest in denominations of A$100,000.

  .

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

  Yes.

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

  The Series 2019-1 Notes rank equally for payment in a winding up with all other unsecured and unsubordinated obligations of Westpac.

  • 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

The Series 2019-1 Notes rank ahead for payment in a winding up of all unsecured and subordinated obligations of Westpac.

The Series 2019-1 Notes rank ahead of all ordinary shares of

Westpac Banking Corporation

Appendix 3B - Page 1

Appendix 3B

New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

payment

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

• 5 Issue price or considerationWestpac.

  Series 2019-1 Notes: A$100,000 fully paid per note.

• 6 Purpose of the issue

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

  The net proceeds of the issue of the Series 2019-1 Notes will be used for Westpac's general funding purposes.

• 6a Is the entity an eligible entityNot Applicablethat 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

• 6b The date the security holderNot Applicableresolution under rule 7.1A was passed

• 6c Number of securities issuedNot Applicablewithout security holder approval under rule 7.1

• 6d Number of securities issued withNot Applicablesecurity holder approval under rule 7.1A

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

• 6f Number of securities issuedNot Applicableunder an exception in rule 7.2

• 6g If securities issued under ruleNot Applicable7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both

Westpac Banking Corporation

Appendix 3B - Page 2

Appendix 3B

New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

values. Include the source of the VWAP calculation.

• 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

• 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

  Not Applicable

• 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)

Number	Class
3,447,571,023	Fully Paid Ordinary Shares
3,900	Series 2010-1 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHAM
14,782	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
3,250	Series 2015-2 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHBE
27,000	Series 2015-9 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHBI
2,000	Series 2015-10 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHBJ

3,447,571,023 Fully Paid Ordinary Shares

14,782 11,000 10,000 24,500 3,250 27,000 2,000

Series 2014-1 Fully Paid Senior Floating Rate

Series 2014-2 Fully Paid Senior Fixed Rate

Series 2014-3 Fully Paid Subordinated Floating

Series 2015-1 Fully Paid Senior Floating Rate

Series 2015-2 Fully Paid Senior Fixed Rate

Series 2015-9 Fully Paid Senior Floating Rate

Series 2015-10 Fully Paid Senior Fixed Rate

Westpac Banking Corporation

Appendix 3B - Page 3

Appendix 3B

New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

30,500	Series 2015-15 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHBL
1,750	Series 2015-16 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHBM
4,250	Series 2015-20 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHBN
7,000	Series 2016-1 Fully Paid Subordinated Floating Rate Medium Term Notes ASX Code WBCHBP
21,873	Series 2016-2 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHBQ
5,000	Series 2016-3 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHBR
21,000	Series 2016-4 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHBS
23,500	Series 2017-1 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHBX
2,500	Series 2017-2 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHBY
23,750	Series 2017-5 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHCC
3,000	Series 2017-6 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHCD
2,500	Series 2018-1 Fully Paid Subordinated Floating Rate Medium Term Notes ASX Code WBCHCF
23,500	Series 2018-2 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHCH
2,500	Series 2018-3 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHCI
500	Series 2018-4 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHCJ
7,250	Series 2018-5 Fully Paid Subordinated Floating Rate Medium Term Notes ASX Code WBCHCK
500	Series 2018-6 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHCL
5,500	Series 2018-7 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHCM
15,000	Series 2018-8 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHCN
3,000	Series 2018-9 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHCO
24,500	Series 2018-10 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHCP
400	Series 2019-1 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHCQ
6,619,687	Westpac Capital Notes ASX Code WBCPD

30,500 1,750 4,250 7,000 21,873 5,000 21,000 23,500 2,500 23,750 3,000 2,500

23,500 2,500 500 7,250 500 5,500 15,000 3,000 24,500 400 6,619,687

Series 2015-15 Fully Paid Senior Floating Rate

Series 2015-16 Fully Paid Senior Fixed Rate

Series 2015-20 Fully Paid Senior Fixed Rate

Series 2016-1 Fully Paid Subordinated Floating

Series 2016-2 Fully Paid Senior Floating Rate

Series 2016-3 Fully Paid Senior Fixed Rate

Series 2016-4 Fully Paid Senior Floating Rate

Series 2017-1 Fully Paid Senior Floating Rate

Series 2017-2 Fully Paid Senior Fixed Rate

Series 2017-5 Fully Paid Senior Floating Rate

Series 2017-6 Fully Paid Senior Fixed Rate

Series 2018-1 Fully Paid Subordinated FloatingSeries 2018-2 Fully Paid Senior Floating Rate

Series	2018-3	Fully Paid Senior Fixed Rate
Series	2018-4	Fully Paid Senior Fixed Rate

Series 2018-5 Fully Paid Subordinated Floating

Series 2018-6 Fully Paid Senior Fixed Rate

Series 2018-7 Fully Paid Senior Floating Rate

Series 2018-8 Fully Paid Senior Floating Rate

Series 2018-9 Fully Paid Senior Fixed Rate

Series 2018-10 Fully Paid Senior Floating Rate

Series 2019-1 Fully Paid Senior Fixed Rate

Westpac Capital Notes ASX Code WBCPD

Westpac Banking Corporation

Appendix 3B - Page 4

Appendix 3B

New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

13,105,705	Westpac Capital Notes 2 ASX Code WBCPE
13,244,280	Westpac Capital Notes 3 ASX Code WBCPF
17,020,534	Westpac Capital Notes 4 ASX Code WBCPG
16,903,383	Westpac Capital Notes 5 ASX Code WBCPH
14,230,580	Westpac Capital Notes 6 ASX Code WBCPI
Series 1183 CNY1,250,000,000 Fixed Rate Subordinated Instruments due February 2025 ASX Code WBCHBG
Series 1187 AUD350,000,000 Fixed Rate Instruments due March 2027 ASX Code WBCHBHSubordinated
Series 1198 SGD325,000,000 Fixed Rate Instruments due August 2027 ASX Code WBCHBKSubordinated
Series 1227 USD100,000,000 Fixed Rate Subordinated Instruments due February 2046 ASX Code WBCHBO
Series 1267 JPY10,000,000,000 Fixed Rate Subordinated Instruments due June 2026 ASX Code WBCHBT
Series 1269 AUD175,000,000 Fixed Rate Instruments due June 2028 ASX Code WBCHBUSubordinated
Series 1331 HKD600,000,000 Fixed Rate Instruments due July 2027 ASX Code WBCHBZSubordinated
Series 1333 AUD350,000,000 Fixed Rate Instruments due August 2029 ASX Code WBCHCASubordinated
Series 1361 AUD185,000,000 Fixed Rate Subordinated Instruments due February 2048 ASX Code WBCHCE
Series 1371 AUD130,000,000 Fixed Rate Instruments due March 2048 ASX Code WBCHCGSubordinated

13,105,705

Number	Class
840,679	Chief Executive Officer Long Term Variable Reward Plan
832,742	Westpac Performance Plan
4,211,188	Westpac Long Term Variable Reward Plan
USD1.25 billion 5.00% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities

Number

Series	1183
Series	1187	AUD350,000,000	Fixed	Rate	Subordinated
Series	1198	SGD325,000,000	Fixed	Rate	Subordinated
Series	1227	USD100,000,000	Fixed	Rate	Subordinated
Series	1267	JPY10,000,
Series	1269	AUD175,000,000	Fixed	Rate	Subordinated
Series	1331	HKD600,000,000	Fixed	Rate	Subordinated
Series	1333	AUD350,000,000	Fixed	Rate	Subordinated
Series	1361	AUD185,000,000	Fixed	Rate	Subordinated
Series	1371	AUD130,000,000	Fixed	Rate	Subordinated
Class

Westpac Capital Notes 2 ASX Code WBCPE Westpac Capital Notes 3 ASX Code WBCPF Westpac Capital Notes 4 ASX Code WBCPG Westpac Capital Notes 5 ASX Code WBCPH Westpac Capital Notes 6 ASX Code WBCPI CNY1,250,000,

13,244,280

17,020,534

16,903,383

14,230,580

• 9 Number and class of all securities not quoted on ASX (including the securities in clause 2 if applicable)

  832,742 4,211,188

  USD1.25 billion 5.00% Fix

• 10 Dividend policy (in the case of aNot Applicabletrust, distribution policy) on the increased capital (interests)

Part 2 - Pro rata issue

11

Is security holder approval required?

Westpac Performance Plan

Westpac Long Term Variable Reward Plan

Not Applicable

Westpac Banking Corporation

Appendix 3B - Page 5