This appendix is notavailable as an online form

Please fill in and submit as a PDF announcement

+Rule 3.10.3A, 3.10.3B, 3.10.3C

Appendix 3G

Notification of issue, conversion or payment up of equity

+securities

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.

If you are an entity incorporated outside Australia and you are issuing a new class of +securities other than CDIs, you will need to obtain and provide an International Securities Identification Number (ISIN) for that class. Further information on the requirement for the notification of an ISIN is available from the Create Online Forms page. ASX is unable to create the new ISIN for non-Australian issuers.

*Denotes minimum information required for first lodgement of this form, with exceptions provided in specific notes for certain questions. The balance of the information, where applicable, must be provided as soon as reasonably practicable by the entity.

Part 1 - Entity and announcement details

Question

Question

Answer

no

1.1

*Name of entity

Westpac Banking Corporation ("Westpac")

We (the entity here named) give notice of the issue,

conversion or payment up of the following unquoted

+securities.

1.2

*Registration type and number

33 007 457 141

Please supply your ABN, ARSN, ARBN, ACN or

another registration type and number (if you supply

another registration type, please specify both the type

of registration and the registration number).

1.3

*ASX issuer code

WBC

1.4

*This announcement is

A new announcement

Tick whichever is applicable.

An update/amendment to a previous

announcement

A cancellation of a previous

announcement

1.4a

*Reason for update

N/A

Mandatory only if "Update" ticked in Q1.4 above. A

reason must be provided for an update.

1.4b

*Date of previous announcement to this

N/A

update

Mandatory only if "Update" ticked in Q1.4 above.

1.4c

*Reason for cancellation

N/A

Mandatory only if "Cancellation" ticked in Q1.4 above.

1.4d

*Date of previous announcement to this

N/A

cancellation

Mandatory only if "Cancellation" ticked in Q1.4 above.

1.5

*Date of this announcement

28 January 2020

+ See chapter 19 for defined terms

Page 1

1 December 2019

This appendix is notavailable as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

Part 2 - Type of issue

Question

Question

Answer

No.

2.1

*The +securities the subject of this

+securities issued as a result of options

notification are:

being exercised or other +convertible

Select whichever item is applicable.

+securities being converted and that are

If you wish to notify ASX of different types of issues of

not to be quoted on ASX

securities, please complete a separate Appendix 3G

partly paid +securities that have been fully

for each type of issue.

paid up and that are not to be quoted on

ASX

+securities issued under an +employee

incentive scheme that are not being

immediately quoted on ASX

other [please specify]

If you have selected 'other' please provide the

circumstances of the issue here:

2.2a.1

Please state the number and type of

N/A

options that were exercised or other

+convertible securities that were converted

(including their ASX security code if

available)?

Answer this question if your response to Q2.1 is

"securities issued as a result of options being

exercised or other convertible securities being

converted and that are not to be quoted on ASX".

2.2a.2

And the date the options were exercised or

N/A

other +convertible securities were

converted:

Answer this question if your response to Q2.1 is

"securities issued as a result of options being

exercised or other convertible securities being

converted and that are not to be quoted on ASX".

Note: If this occurred over a range of dates, enter the

date the last of the options was exercised or

convertible securities was converted.

2.2b.1

Please state the number and type of partly

N/A

paid +securities that were fully paid up

(including their ASX +security code if

available)?

Answer this question if your response to Q2.1 is

"partly paid securities that have been paid up and that

are not to be quoted on ASX".

2.2b.2

And the date the +securities were fully paid

N/A

up:

Answer this question if your response to Q2.1 is

"partly paid securities that have been paid up and that

are not to be quoted on ASX".

Note: If this occurred over a range of dates, enter the

date the last of the securities was fully paid up.

+ See chapter 19 for defined terms

Page 2

1 December 2019

This appendix is notavailable as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

2.2c.1

Please state the number and type of

41,484 share rights under the Westpac

+securities (including their ASX security

Performance Plan

code) issued under an +employee

incentive scheme that are not being

immediately quoted on ASX

Answer this question if your response to Q2.1 is

"securities issued under an employee incentive

scheme that are not being immediately quoted on

ASX".

2.2c.2

*Please attach a document or provide

A summary of the terms of the Westpac

details of a URL link for a document lodged

Performance Plan is included in Note 33 of

with ASX detailing the terms of the

Westpac's 2019 Annual Report (refer to

+employee incentive scheme or a

pages 267 - 269).

summary of the terms.

Answer this question if your response to Q2.1 is

"securities issued under an employee incentive

scheme that are not being immediately quoted on

ASX".

2.2c.3

*Are any of these +securities being issued

No

to +key management personnel (KMP) or

an +associate

Answer this question if your response to Q2.1 is

"securities issued under an employee incentive

scheme that are not being immediately quoted on

ASX".

2.2c.3.a

*Provide details of the recipients and the number of +securities issued to each of them.

Answer this question if your response to Q2.1 is "securities issued under an employee incentive scheme that are

not being immediately quoted on ASX" and your response to Q2.2c.3 is "Yes". Repeat the detail in the table

below for each KMP involved in the issue. If the securities are being issued to the KMP, repeat the name of the

KMP or insert "Same" in "Name of registered holder". If the securities are being issued to an associate of a KMP,

insert the name of the associate in "Name of registered holder".

Name of KMP

Name of registered holder

Number of +securities

2.2d.1

*The purpose(s) for which the entity is

to raise additional working capital

issuing the securities is:

to fund the retirement of debt

Answer this question if your response to Q2.1 is

to pay for the acquisition of an asset

"Other".

You may select one or more of the items in the list.

[provide details below]

to pay for services rendered

[provide details below]

other [provide details below]

Additional details:

2.2d.2

Please provide any further information

N/A

needed to understand the circumstances in

which you are notifying the issue of these

+securities to ASX, including why the issue

of the +securities has not been previously

announced to the market in an

Appendix 3B

Answer this question if your response to Q2.1 is

"Other".

+ See chapter 19 for defined terms

Page 3

1 December 2019

This appendix is notavailable as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

2.3 *The +securities being issued are:

Tick whichever is applicable

Additional +securities in an existing unquoted class that is already recorded by ASX ("existing class")

New +securities in an unquoted class that is not yet recorded by ASX ("new class")

Part 3A - number and type of +securities being issued (existing class)

Answer the questions in this part if your response to Q2.3 is "existing class".

Question

Question

Answer

No.

3A.1

*ASX +security code & description

Share Rights issued under the Westpac

Performance Plan. One share right confers

an entitlement on the holder to receive one

Westpac ordinary share (ASX code: WBC)

subject to the satisfaction of applicable

vesting conditions.

3A.2

*Number of +securities being issued

41,484

3A.3a

*Will the +securities being issued rank

Yes

equally in all respects from their issue date

with the existing issued +securities in that

class?

3A.3b

*Is the actual date from which the

N/A

+securities will rank equally (non-ranking

end date) known?

Answer this question if your response to Q3A.3a is

"No".

3A.3c

*Provide the actual non-ranking end date

N/A

Answer this question if your response to Q3A.3a is

"No" and your response to Q3A.3b is "Yes".

3A.3d

*Provide the estimated non-ranking end

N/A

period

Answer this question if your response to Q3A.3a is

"No" and your response to Q3A.3b is "No".

3A.3e

*Please state the extent to which the

N/A

+securities do not rank equally:

in relation to the next dividend,

distribution or interest payment; or

for any other reason

Answer this question if your response to Q3A.3a is

"No".

For example, the securities may not rank at all, or on a

pro rata basis for the next dividend, distribution or

interest payment; or the securities may not rank at all

or on a pro rata basis or be entitled to participate in

some other event, such as an entitlement issue.

Part 3B - number and type of +securities being issued (new class)

Answer the questions in this part if your response to Q2.3 is "new class".

Question

Question

Answer

No.

3B.1

*Security description

N/A

+ See chapter 19 for defined terms

Page 4

1 December 2019

This appendix is notavailable as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

3B.2

*Security type

Ordinary fully or partly paid shares/units

Select one item from the list

Options

Please select the most appropriate security type from

+Convertible debt securities

the list. This will determine more detailed questions to

be asked about the security later in this section. Select

Non-convertible +debt securities

"ordinary fully or partly paid shares/units" for stapled

securities or CDIs. For interest rate securities, please

Redeemable preference shares/units

select the appropriate choice from either "Convertible

Other

debt securities" or "Non-convertible debt securities".

Select "Other" for performance shares/units and

performance options/rights or if the selections available

in the list do not appropriately describe the security

being issued.

3B.3

ISIN code

N/A

Answer this question if you are an entity incorporated

outside Australia and you are issuing a new class of

securities other than CDIs. See also the note at the top

of this form.

3B.4

*Number of +securities being issued

N/A

3B.5a

*Will all the +securities issued in this class

N/A

rank equally in all respects from the issue

date?

3B.5b

*Is the actual date from which the

N/A

+securities will rank equally (non-ranking

end date) known?

Answer this question if your response to Q3B.5a is

"No".

3B.5c

*Provide the actual non-ranking end date

N/A

Answer this question if your response to Q3B.5a is

"No" and your response to Q3B.5b is "Yes".

3B.5d

*Provide the estimated non-ranking end

N/A

period

Answer this question if your response to Q3B.5a is

"No" and your response to Q3B.5b is "No".

3B.5e

*Please state the extent to which the

N/A

+securities do not rank equally:

in relation to the next dividend,

distribution or interest payment; or

for any other reason

Answer this question if your response to Q3B.5a is

"No".

For example, the +securities may not rank at all, or on

a pro rata basis for the next dividend, distribution or

interest payment; or the +securities may not rank at all

or on a pro rata basis or be entitled to participate in

some other event, such as an entitlement issue.

3B.6

Please attach a document or provide a URL

N/A

link for a document lodged with ASX setting

out the material terms of the +securities

being issued

You may cross reference a disclosure document, PDS,

information memorandum, investor presentation or

other announcement with this information provided it

has been released to the ASX Market Announcements

Platform.

+ See chapter 19 for defined terms

Page 5

1 December 2019

This appendix is notavailable as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

3B.7

*Have you received confirmation from ASX

N/A

that the terms of the +securities are

appropriate and equitable under listing rule

6.1?

Answer this question only if you are an ASX Listing.

(ASX Foreign Exempt Listings and ASX Debt Listings

do not have to answer this question).

If your response is "No" and the securities have any

unusual terms, you should approach ASX as soon as

possible for confirmation under listing rule 6.1 that the

terms are appropriate and equitable.

3B.8a

Ordinary fully or partly paid shares/units details

Answer the questions in this section if you selected this security type in your response to Question 3B.2.

*+Security currency

N/A

This is the currency in which the face amount of an

issue is denominated. It will also typically be the

currency in which distributions are declared.

*Will there be CDIs issued over the

N/A

+securities?

*CDI ratio

N/A

Answer this question if you answered "Yes" to the

previous question. This is the ratio at which CDIs can

be transmuted into the underlying security (e.g. 4:1

means 4 CDIs represent 1 underlying security

whereas 1:4 means 1 CDI represents 4 underlying

securities).

*Is it a partly paid class of +security?

N/A

*Paid up amount: unpaid amount

N/A

Answer this question if answered "Yes" to the

previous question.

The paid up amount represents the amount of

application money and/or calls which have been paid

on any security considered 'partly paid'

The unpaid amount represents the unpaid or yet to be

called amount on any security considered 'partly

paid'.

The amounts should be provided per the security

currency (e.g. if the security currency is AUD, then the

paid up and unpaid amount per security in AUD).

*Is it a stapled +security?

N/A

This is a security class that comprises a number of

ordinary shares and/or ordinary units issued by

separate entities that are stapled together for the

purposes of trading.

3B.8b

Option details

Answer the questions in this section if you selected this security type in your response to Question 3B.2.

*+Security currency

N/A

This is the currency in which the exercise price is

payable.

*Exercise price

N/A

The price at which each option can be exercised and

convert into the underlying security. If there is no

exercise price please answer as $0.00.

The exercise price should be provided per the

security currency (i.e. if the security currency is AUD,

the exercise price should be expressed in AUD).

*Expiry date

N/A

The date on which the options expire or terminate.

+ See chapter 19 for defined terms

Page 6

1 December 2019

This appendix is notavailable as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

*Details of the number and type of

N/A

+security (including its ASX +security code

if the +security is quoted on or recorded by

ASX) that will be issued if an option is

exercised

For example, if the option can be exercised to receive

one fully paid ordinary share with ASX security code

ABC, please insert "One fully paid ordinary share

(ASX:ABC)".

3B.8c

Details of non-convertible +debt securities, +convertible debt securities, or

redeemable preference shares/units

Answer the questions in this section if you selected one of these security types in your response to Question

3B.2.

Refer to Guidance Note 34 and the "Guide to the Naming Conventions and Security Descriptions for ASX Quoted

Debt and Hybrid Securities" for further information on certain terms used in this section

*Type of +security

Simple corporate bond

Select one item from the list

Non-convertible note or bond

Convertible note or bond

Preference share/unit

Capital note

Hybrid security

Other

*+Security currency

N/A

This is the currency in which the face value of the

security is denominated. It will also typically be the

currency in which interest or distributions are paid.

Face value

N/A

This is the principal amount of each security.

The face value should be provided per the security

currency (i.e. if security currency is AUD, then the

face value per security in AUD).

*Interest rate type

Fixed rate

Select one item from the list

Floating rate

Select the appropriate interest rate type per the terms

Indexed rate

of the security. Definitions for each type are provided

in the Guide to the Naming Conventions and Security

Variable rate

Descriptions for ASX Quoted Debt and Hybrid

Securities

Zero coupon/no interest

Other

Frequency of coupon/interest payments

Monthly

per year

Quarterly

Select one item from the list.

Semi-annual

Annual

No coupon/interest payments

Other

First interest payment date

N/A

A response is not required if you have selected "No

coupon/interest payments" in response to the

question above on the frequency of coupon/interest

payments

Interest rate per annum

N/A

Answer this question if the interest rate type is fixed.

+ See chapter 19 for defined terms

Page 7

1 December 2019

This appendix is notavailable as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

*Is the interest rate per annum estimated

N/A

at this time?

Answer this question if the interest rate type is fixed.

If the interest rate per annum is estimated,

N/A

then what is the date for this information to

be announced to the market (if known)

Answer this question if the interest rate type is fixed

and your response to the previous question is "Yes".

Answer "Unknown" if the date is not known at this

time.

*Does the interest rate include a reference

N/A

rate, base rate or market rate (e.g. BBSW

or CPI)?

Answer this question if the interest rate type is floating

or indexed

*What is the reference rate, base rate or

N/A

market rate?

Answer this question if the interest rate type is floating

or indexed and your response to the previous

question is "Yes".

*Does the interest rate include a margin

N/A

above the reference rate, base rate or

market rate?

Answer this question if the interest rate type is floating

or indexed.

*What is the margin above the reference

N/A

rate, base rate or market rate (expressed

as a percent per annum)

Answer this question if the interest rate type is floating

or indexed and your response to the previous

question is "Yes".

*Is the margin estimated at this time?

N/A

Answer this question if the interest rate type is floating

or indexed.

If the margin is estimated, then what is the

N/A

date for this information to be announced

to the market (if known)

Answer this question if the interest rate type is floating

or indexed and your response to the previous

question is "Yes".

Answer "Unknown" if the date is not known at this

time.

*S128F of the Income Tax Assessment Act

s128F exempt

status applicable to the +security

Not s128F exempt

Select one item from the list

s128F exemption status unknown

For financial products which are likely to give rise to a

payment to which s128F of the Income Tax

Not applicable

Assessment Act applies, ASX requests issuers to

confirm the s128F status of the security:

"s128F exempt" means interest payments are not

taxable to non-residents;

"Not s128F exempt" means interest payments are

taxable to non-residents;

"s128F exemption status unknown" means the

issuer is unable to advise the status;

"Not applicable" means s128F is not applicable to

this security

+ See chapter 19 for defined terms

Page 8

1 December 2019

This appendix is notavailable as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

*Is the +security perpetual (i.e. no maturity

N/A

date)?

*Maturity date

N/A

Answer this question if the security is not perpetual

*Select other features applicable to the

Simple

+security

Subordinated

Up to 4 features can be selected. Further information

is available in the Guide to the Naming Conventions

Secured

and Security Descriptions for ASX Quoted Debt and

Converting

Hybrid Securities.

Convertible

Transformable

Exchangeable

Cumulative

Non-Cumulative

Redeemable

Extendable

Reset

Step-Down

Step-Up

Stapled

None of the above

*Is there a first trigger date on which a right

N/A

of conversion, redemption, call or put can

be exercised (whichever is first)?

*If yes, what is the first trigger date

N/A

Answer this question if your response to the previous

question is "Yes".

Details of the number and type of +security

N/A

(including its ASX +security code if the

+security is quoted on ASX) that will be

issued if the securities to be quoted are

converted, transformed or exchanged

Answer this question if the security features include

"converting", "convertible", "transformable" or

"exchangeable".

For example, if the security can be converted into

1,000 fully paid ordinary shares with ASX security

code ABC, please insert "1,000 fully paid ordinary

share (ASX:ABC)".

Part 4 - Issue details

Question

Question

Answer

No.

4.1

*Have the +securities been issued yet?

Yes

4.1a

*What was their date of issue?

20 January 2020

Answer this question if your response to Q4.1 is

"Yes".

4.1b

*What is their proposed date of issue?

N/A

Answer this question if your response to Q4.1 is "No".

+ See chapter 19 for defined terms

Page 9

1 December 2019

This appendix is notavailable as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

4.2

*Are the +securities being issued for a

No

cash consideration?

If the securities are being issued for nil cash

consideration, answer this question "No".

4.2a

*In what currency is the cash consideration

N/A

being paid

For example, if the consideration is being paid in

Australian Dollars, state AUD.

Answer this question if your response to Q4.2 is

"Yes".

4.2b

*What is the issue price per +security

N/A

Answer this question if your response to Q4.2 is "Yes"

and by reference to the issue currency provided in

your response to Q4.2a.

Note: you cannot enter a nil amount here. If the

securities are being issued for nil cash consideration,

answer Q4.2 as "No" and complete Q4.2c.

4.2c

Please describe the consideration being

Nil - share rights granted as employee

provided for the +securities

incentives.

Answer this question if your response to Q4.2 is "No".

Part 5 - Unquoted +securities on issue

Following the issue of the +securities the subject of this application, the unquoted issued +securities of the entity will comprise:

Note: the figures provided in the table in section 5.1 below are used to calculate part of the total market capitalisation of the entity published by ASX from time to time. Please make sure you include in the table each class of unquoted securities issued by the entity.

Restricted securities should be included in table 5.1.

5.1

*ASX +security code and description

*Total number of +securities on issue

Share rights issued under the Westpac

983,531

Performance Plan

Share rights issued under the Westpac Long

3,610,276

Term Variable Reward Plan

USD1.25 billion 5.00% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities

+ See chapter 19 for defined terms

Page 10

1 December 2019

This appendix is notavailable as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

Part 6 - Other Listing Rule requirements

The questions in this Part should only be answered if you are an ASX Listing (ASX Foreign Exempt Listings and ASX Debt Listings do not need to complete this Part) and:

  • your response to Q2.1 is "+securities issued under an +employee incentive scheme that are not being immediately quoted on ASX"; or
  • your response to Q2.1 is "Other"

Question

Question

Answer

No.

6.1

*Are the securities being issued under

No

Listing Rule 7.2 exception 131and therefore

the issue does not need any security holder

approval under Listing Rule 7.1?

Answer this question if your response to Q2.1 is

"securities issued under an employee incentive

scheme that are not being immediately quoted on

ASX".

6.2

*Has the entity obtained, or is it obtaining,

No

+security holder approval for the issue

under listing rule 7.1?

Answer this question if the response to Q6.1 is "No".

6.2a

*Date of meeting or proposed meeting to

N/A

approve the issue under listing rule 7.1

Answer this question if the response to Q6.1 is "No"

and the response to Q6.2 is "Yes".

6.2b

*Are any of the +securities being issued

Yes

without +security holder approval using the

entity's 15% placement capacity under

listing rule 7.1?

Answer this question if the response to Q6.1 is "No"

and the response to Q6.2 is "No".

1Exception 13An issue of securities under an employee incentive scheme if within 3 years before the issue date:

  1. in the case of a scheme established before the entity was listed - a summary of the terms of the scheme and the maximum number of equity securities proposed to be issued under the scheme were set out in the prospectus, PDS or information memorandum lodged with ASX under rule 1.1 condition 3; or
  2. the holders of the entity's ordinary securities have approved the issue of equity securities under the scheme as an exception to this rule. The notice of meeting must have included:
    • a summary of the terms of the scheme.
    • the number of securities issued under the scheme since the entity was listed or the date of the last approval under this rule;
    • the maximum number of +equity securities proposed to be issued under the scheme following the approval; and
    • a voting exclusion statement.

Exception 13 is only available if and to the extent that the number of +quity securities issued under the scheme does not exceed the maximum number set out in the entity's prospectus, PDS or information memorandum (in the case of

(a) above) or in the notice of meeting (in the case of (b) above).

Exception 13 ceases to be available if there is a material change to the terms of the scheme from those set out in the entity's prospectus, PDS or information memorandum (in the case of (a) above) or in the notice of meeting (in the case of (b) above).

+ See chapter 19 for defined terms

Page 11

1 December 2019

This appendix is notavailable as an online form

Appendix 3G

Please fill in and submit as a PDF announcement

Notification of issue, conversion or

payment up of equity +securities

6.2b.1

*How many +securities are being issued

41,484

without +security holder approval using the

entity's 15% placement capacity under

listing rule 7.1?

Answer this question if the response to Q6.1 is "No",

the response to Q6.2 is "No" and the response to

Q6.2b is "Yes".

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure B to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1 to issue

that number of securities.

6.2c

*Are any of the +securities being issued

N/A

without +security holder approval using the

entity's additional 10% placement capacity

under listing rule 7.1A (if applicable)?

Answer this question if the response to Q6.1 is "No"

and the response to Q6.2 is "No".

6.2c.1

*How many +securities are being issued

N/A

without +security holder approval using the

entity's additional 10% placement capacity

under listing rule 7.1A?

Answer this question if the response to Q6.1 is "No",

the response to Q6.2 is "No" and the response to

Q6.2c is "Yes".

Please complete and separately send by email to your

ASX listings adviser a work sheet in the form of

Annexure C to Guidance Note 21 confirming the entity

has the available capacity under listing rule 7.1A to

issue that number of securities.

Introduced 01/12/19

+ See chapter 19 for defined terms

Page 12

1 December 2019

Attachments

  • Original document
  • Permalink

Disclaimer

Westpac Banking Corporation published this content on 28 January 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 January 2020 08:24:05 UTC