EXECUTION VERSION

FINAL TERMS

UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES ONLY TARGET MARKET - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Instruments has led to the conclusion that: (i) the target market for the Instruments is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law in the UK by virtue of the European Union (Withdrawal) Act 2018, as amended by the European Union (Withdrawal Agreement) Act 2020 (the "EUWA") ("UK MiFIR"); and (ii) all channels for distribution of the Instruments to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Instruments (a "UK distributor") should take into consideration the manufacturers' target market assessment; however, a UK distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Instruments (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

NOTIFICATION UNDER SECTION 309B(1) OF THE SECURITIES AND FUTURES ACT 2001 (2020 REVISED EDITION) OF SINGAPORE, AS MODIFIED OR AMENDED FROM TIME TO TIME - The Instruments are prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

FINAL TERMS

Series No.:

1495

Tranche No.: 1

WESTPAC BANKING CORPORATION ABN 33 007 457 141

Programme for the Issuance of Debt Instruments

Issue of

EUR500,000,000 3.799% Fixed Rate Instruments due January 2030

by Westpac Banking Corporation

Legal Entity Identifier (LEI): EN5TNI6CI43VEPAMHL14

Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the "Conditions") set forth in the base prospectus dated 11 November 2022 (the "Base Prospectus") for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law in the UK by virtue of the EUWA (as amended, the "UK Prospectus Regulation"). This document constitutes the Final Terms of the Instruments described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Base Prospectus in order to obtain all the relevant information. The Base Prospectus is available for viewing at Camomile Court, 23 Camomile Street, London EC3A 7LL, United Kingdom, and at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html and copies may be obtained from the Specified Offices of the Paying Agents.

Part A

Contractual Terms

  1. Issuer and Designated Branch: Westpac Banking Corporation acting through its head office
  2. Date of Board Approval of the Issuer: Not Applicable, save as discussed in Section 2 of the "General Information" section in the Base Prospectus

3.

Status:

Senior

4. Specified Currency:

(i)

of denomination:

Euro ("EUR")

(ii)

of payment:

EUR

5. Aggregate Principal Amount of EUR500,000,000 Tranche:

6.

If interchangeable with existing Series,

Not Applicable

Series No.:

7.

(i)

Issue Date:

17 January 2023

(ii)

Interest Commencement Date:

Issue Date

8.

Issue Price:

100 per cent. of the Aggregate Principal

Amount of the Tranche

9.

Maturity Date:

17 January 2030, subject to adjustment in

accordance with the Business Day

Convention specified in paragraph 20(iv)

10.

Expenses:

Not Applicable

11.

(i)

Form of Instruments:

Bearer

(ii)

Bearer

Instruments

No

exchangeable for

Registered

Instruments:

12. If issued in bearer form:

(i) Initially represented by a Temporary Global Instrument Temporary Global Instrument or

Permanent Global Instrument:

  1. Temporary Global Instrument exchangeable for a Permanent Global Instrument or for Definitive Instruments and/or (if the relevant Series comprises both Bearer Instruments and Registered
    Instruments) Registered Instruments:

Yes

The Exchange Date shall be a date no earlier than 40 days after the Issue Date.

(iii)

Specify date (if any) from which Not Applicable

exchanges

for

Registered

Instruments will be made:

  1. Permanent Global Instrument exchangeable at the option of the bearer for Definitive Instruments and/or (if the relevant Series
    comprises both Bearer Instruments and Registered
    Instruments) Registered Instruments:

No. Permanent Global Instruments are only exchangeable for Definitive Instruments in the limited circumstances set out in Conditions 2.5(a) and (b)

(v)

Talons for future Coupons to be

No

attached

to

Definitive

Instruments:

(vi)

Receipts to be attached to

No

Instalment Instruments which are

Definitive Instruments:

13.

If issued in registered form:

Not Applicable

14.

Denomination(s):

EUR100,000 and integral multiples of

EUR1,000 in excess thereof

15.

Calculation Amount:

EUR1,000

16.

Partly Paid Instruments:

No

17. If issued in registered form: Registrar: Not Applicable

18.

Interest:

3.799 per cent. per annum Fixed Rate

19.

Change of interest basis

Not Applicable

20. Fixed Rate Instrument Provisions:

Applicable

(i)

Interest Rate:

3.799 per cent. per annum payable annually

in arrear

(ii)

Interest Payment Date(s):

17 January each year commencing on and

including 17 January 2024 up to and

including the Maturity Date subject to

adjustment in accordance with the Business

Day Convention specified in paragraph

20(iv)

(iii)

Interest Period End Date(s):

17 January in each year, commencing on

17 January 2024 to and including 17 January

2030

  1. Business Day Convention:
    • for Interest Payment Dates:
    • for Interest Period End Dates:
    • for Maturity Date:
    • any other date:
  2. Fixed Coupon Amount:
  3. Day Count Fraction:
  4. Broken Amount(s):
  5. Accrual Feature
  6. Additional Business Centre(s):
  7. Interest Accrual Periods to which
    Fixed Rate Instruments Provisions are applicable:

Following Business Day Convention

No Adjustment

Following Business Day Convention

No Adjustment

EUR37.99 per Calculation Amount

Actual/Actual (ICMA)

Not Applicable

Not Applicable

Sydney, London and New York

All

21.

Fixed Rate Reset Instrument

Not Applicable

Provisions:

22.

Floating Rate Instrument Provisions:

Not Applicable

23.

Zero Coupon Instrument Provisions:

Not Applicable

24.

Benchmark Replacement:

Not Applicable

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Westpac Banking Corporation published this content on 17 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 January 2023 14:29:08 UTC.