Westpac Banking : Appendix 3G

This appendix is not available 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	ABN 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	22 December 2020

+ See chapter 19 for defined terms	Page 1
31 January 2020

This appendix is not available 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
	for each type of issue.	fully 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
31 January 2020

This appendix is not available 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	1,279,025 Share Rights issued under the
		+securities (including their ASX security	Westpac Long Term Variable Reward Plan.
		code) issued under an +employee
		incentive scheme that are not being	163,375 Share Rights issued under the
		immediately quoted on ASX
			Westpac Performance Plan.
		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	Long Term Variable Reward Plan and
		with ASX detailing the terms of the	Westpac Performance Plan is included in
		+employee incentive scheme or a	Note 33 of Westpac's 2020 Annual Report
	summary of the terms.		(refer to pages 299-300) (accessible at:
		Answer this question if your response to Q2.1 is	https://www.westpac.com.au/content/dam/public/wbc/
		"securities issued under an employee incentive	documents/pdf/aw/ic/ASX_Annual_Report_2020.pdf)
		scheme that are not being immediately quoted on
		ASX".
2.2c.3		*Are any of these +securities being issued	Yes
		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
		Peter Francis King		Same		199,525
		Andrew Jason Yetton		Same		125,988
		Anthony Miller		Same		120,492
		Christine Parker		Same		91,345
		Carolyn McCann		Same		71,929
		David Stephen		Same		149,671
		Guilherme Lima		Same		121,198
		David McLean		Same		106,919
		Leslie Wilson Vance		Same		71,929
		Michael Rowland		Same		99,415
		Donald Scott Collary		Same		120,614

+ See chapter 19 for defined terms	Page 3
31 January 2020

This appendix is not available 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
2.2d.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 (if applicable)
	why the issue of the +securities has not
	been previously announced to the market
	in an Appendix 3B
	You must answer this question if your response to
	Q2.1 is "Other". If there is no other information to
	provide, please answer "Not applicable" or "N/A".
2.3	*The +securities being issued are:	☒ Additional +securities in an existing
	Tick whichever is applicable	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
		Long Term Variable Reward Plan and
		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	1,279,025 Share Rights issued under the
		Westpac Long Term Variable Reward Plan.
		163,375 Share Rights issued under the
		Westpac Performance Plan.
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?

+ See chapter 19 for defined terms	Page 4
31 January 2020

This appendix is not available 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
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 may
	rank proportionately based on the percentage of the
	period in question they have been on issue, for the
	next dividend, distribution or interest payment; or they
	may not 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
3B.2	*Security type	☐ Ordinary fully or partly paid shares/units
	Select one item from the list that best describes the	☐ Options
	securities the subject of this form. This will determine
	more detailed questions to be asked about the security	☐ +Convertible debt securities
	later in this section. Select "ordinary fully or partly paid	☐ Non-convertible +debt securities
	shares/units" for stapled securities or CDIs. For interest
	rate securities, please select the appropriate choice	☐ Redeemable preference shares/units
	from either "Convertible debt securities" or "Non-
	convertible debt securities". Select "Other" for	☐ Other
	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".

+ See chapter 19 for defined terms	Page 5
31 January 2020

This appendix is not available 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.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 may
	rank proportionately based on the percentage of the
	period in question they have been on issue, for the
	next dividend, distribution or interest payment; or they
	may not 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.
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

+ See chapter 19 for defined terms	Page 6
31 January 2020

This appendix is not available 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
	*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.
	*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.

+ See chapter 19 for defined terms	Page 7
31 January 2020

This appendix is not available 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
	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
	of the security. Definitions for each type are provided	☐ Indexed rate
	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.
	*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.

+ See chapter 19 for defined terms	Page 8
31 January 2020

This appendix is not available 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
	*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".
	*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
	*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".

+ See chapter 19 for defined terms	Page 9
31 January 2020

This appendix is not available 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 +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 shares (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?	17 December 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".
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	Share Rights granted as employee deferred
	provided for the +securities	variable remuneration.
	Answer this question if your response to Q4.2 is "No".
4.3	Any other information the entity wishes to	N/A
	provide about the issue

+ See chapter 19 for defined terms	Page 10
31 January 2020

This appendix is not available 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 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
Westpac Performance Plan	976,110
Westpac Long Term Variable Reward Plan	3,555,638

USD1.25 billion 5.00% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible 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 13 1 and 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".

1 Exception 13 An 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:
3. • 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 +equity 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).

+ See chapter 19 for defined terms	Page 11
31 January 2020

This appendix is not available 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
6.2	*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".
6.2b.1	*How many +securities are being issued	1,079,500 Share Rights issued under the
	without +security holder approval using the	Westpac Long Term Variable Reward Plan
	entity's 15% placement capacity under	and 163,375 Share Rights issued under the
	listing rule 7.1?	Westpac Performance Plan.
	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; amended 31/01/20

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 12
31 January 2020