Westpac Banking : amends Buy-Back terms and extends timetable

For personal use only

ASX Release	Level 18, 275 Kent Street
	Sydney, NSW, 2000

10 December 2021

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR CANADA

Westpac amends Buy-Back terms and extends timetable

On 1 November 2021, Westpac Banking Corporation (Westpac) announced an off-market share buy-back of up to $3.5 billion (Buy-Back), as an efficient means of returning surplus capital and reducing the number of shares outstanding.

Following the recent fall in Westpac's share price, the rationale for the Buy-Back is even more compelling. Specifically, the lower share price may provide Westpac with the opportunity to buy back more shares than was originally contemplated.

However, the lower current share price level also has implications for Buy-Back participants. As a function of the current share price, the sale proceeds and franking credits that are distributed to Buy-Back participants are potentially reduced.

In considering these changes, Westpac has decided to amend certain key terms of the Buy-Back, including:

• Discount range - the Buy-Back tender discount range has been changed to 0% to 10% from 8% to 14%, to improve the potential return of the Buy-Back for Eligible Shareholders; and
• Timetable - the closing date for the tender period has been extended to 7:00pm
  (Sydney time) on Friday, 11 February 2022, to provide Eligible Shareholders with additional time to assess the revised Buy-Back terms. As a consequence, other dates have changed including the Buy-Back Date and the payment date of proceeds.

These amendments are outlined in the Supplementary Booklet which has been lodged with ASIC and the ASX today.

Westpac remains committed to buying back up to $3.5 billion worth of shares. Should the final Buy-Back demand be less than $3.5 billion, Westpac intends to commence an on-market buy- back for the residual amount, subject to market conditions and final approvals.

Westpac CFO, Michael Rowland, said: "The lower share price may provide us with the opportunity to buy back and cancel more shares than we originally expected. Accordingly, we are committed to completing our capital management program."

"The changes to the Buy-Back announced today are designed to ensure that participants are not disadvantaged by recent market movements and increase the likelihood of us buying back $3.5 billion of shares.

For personal use only

"If Buy-Back demand is less than planned, we intend to commence an on-marketbuy-back for any shortfall," Mr Rowland said.

A new information flyer, outlining the changes and how shareholders can obtain the Supplementary Booklet, will be sent to Eligible Shareholders by Friday, 17 December 2021.

Shareholders are encouraged to read the Supplementary Booklet, as well as the original Buy-Back Booklet dated 1 November 2021, in considering whether to participate.

Eligible Shareholders who have already validly tendered into the Buy-Back will have their existing applications honoured, but also have an opportunity to amend or withdraw any application prior to the new closing date.

For more information:

• westpac.com.au/buyback.
• Westpac Buy-Back Information Line 1800 804 255 (free call in Australia)
  or [phone] (outside Australia) (Monday to Friday, 8:30am to 7:30pm, Sydney time, except public holidays) and 0800 002 727 (free call in New Zealand) (Monday to Friday, 9:00am to 5:30pm, New Zealand time, except public holidays).
• Seek advice from your financial, taxation or other professional adviser.

Westpac expects to provide an update on its first quarter 2022 earnings in the week commencing 31 January 2022.

For further information:
Hayden Cooper	Andrew Bowden
Group Head of Media Relations	Head of Investor Relations
[phone]	[phone]

This document has been authorised for release by Tim Hartin, General Manager & Company Secretary.

Important information

This document does not constitute, or form part of, any offer or invitation to sell, or any solicitation of any offer to purchase, any securities in any jurisdiction, nor shall it or the fact of its distribution be relied on in connection with any contract thereof. No indications of interest in the Buy-Back are sought by this document. Shareholders who are (or nominees or trustees who hold shares on behalf of or for the account or benefit of persons who are) located in the United States or US Persons (within the meaning of Regulation S under the United States Securities Act of 1933, as amended), residents of Canada or who are otherwise excluded foreign persons, will not be eligible to participate in the Buy-Back described in this document. Buy-Back documents, including the original and supplementary booklets describing the terms of the Buy-Back and application forms, when issued, will not be distributed or released in or into the United States or Canada. This document is not to be distributed in or into the United States or Canada.

For personal use only

Off-marketbuy-back Supplementary Booklet

10 December 2021

Westpac Banking Corporation

ABN 33 007 457 141

THIS IS AN IMPORTANT DOCUMENT

This document should be read together with the original off-marketbuy-back booklet dated 1 November 2021. If you have any questions, please contact your financial, taxation or other professional adviser.

This Buy-Back is not available to persons located or resident in, and this supplementary booklet is not to be distributed into, the United States or Canada.

WESTPAC OFF-MARKETBUY-BACK SUPPLEMENTARY BOOKLET

Important notices

For personal use only

Supplementary Booklet, Original Booklet and other available information

This is a supplementary booklet dated 10 December 2021 (Supplementary Booklet) and should be read together with the original off-marketbuy-back booklet dated 1 November 2021 (Original Booklet), each issued by Westpac and lodged with the ASX. This Supplementary Booklet contains additional information regarding amendments to the Buy-Back

to assist you to make a decision as to whether to participate in the Buy-Back. Other than the changes set out in this Supplementary Booklet, all other details in the Original Booklet remain unchanged. To the extent of any inconsistency between this Supplementary Booklet and the Original Booklet, the provisions of this Supplementary Booklet will prevail.

In reviewing this Supplementary Booklet, you should consider other information available about Westpac, including the following documents:

• the Original Booklet;
• Westpac's financial results announcement for the full year ended 30 September 2021 and 2021 Annual Report lodged with the ASX on 1 November 2021; and
• Westpac's other market announcements lodged with the ASX.

These documents can be obtained from Westpac's Investor Centre at westpac.com.au/investorcentre or on the ASX website at asx.com.au (under the code, "WBC").

Unless otherwise indicated, capitalised words and expressions in this Supplementary Booklet have the same defined meaning given to them in the Original Booklet. See the glossary in Section 6 "Glossary" of the Original Booklet for further details.

Supplementary Booklet does not provide investment advice

This Supplementary Booklet does not provide financial product, tax or investment advice and has been prepared without taking into account your particular objectives, financial situation, taxation circumstances or needs. You should consider the appropriateness of participating in the Buy-Back, having regard to these factors, and read this Supplementary Booklet and the Original Booklet in full. If you have any questions, you should seek advice from your financial, taxation or other professional adviser before deciding whether to participate in the Buy-Back.

Restrictions on foreign jurisdictions

The Buy-Back Invitation is not being made to any Excluded Foreign Person. The distribution of this Supplementary Booklet in some jurisdictions outside Australia and New Zealand may be restricted by law and does not constitute a Buy-Back Invitation to participate in any place where, or to any person to whom, it would be unlawful or impractical for Westpac to do so. Persons who come into possession of this booklet should seek advice on it and observe any restrictions on distribution.

Copies of the Buy-Back Documents, including this Supplementary Booklet, must not be sent, directly or indirectly, by mail or any means or instrumentality (including, without limitation, facsimile transmission, telephone and internet) of interstate or foreign commerce of, or through any facility of a national securities exchange of, the United States, or otherwise distributed or sent outside of Australia and New Zealand (including into the United States or Canada).

Any person receiving any of the Buy-Back Documents, including this Supplementary Booklet, must not, directly or indirectly, distribute or send them into the United States or Canada, or make them available to any Excluded Foreign Person.

If you have any questions about the Buy-Back, you should seek advice from your financial, taxation or other professional adviser. You can also visit the Buy-Back website at westpac.com.au/buyback or contact the Westpac Buy-Back Information Line on 1800 804 255 (free call in Australia) or [phone] (outside Australia) (Monday to Friday, 8:30am to 7:30pm, Sydney time, except for public holidays) and 0800 002 727 (free call in New Zealand) (Monday to Friday, 9:00am to 5:30pm, New Zealand time, except for public holidays).

WESTPAC OFF-MARKETBUY-BACK SUPPLEMENTARY BOOKLET

1

Overview

For personal use only

On 10 December 2021, Westpac announced a number of amendments to the Buy-Back, including the Amended Discount Range, new Minimum Price options and a revised Buy-Back timetable. This Supplementary Booklet contains revised information regarding these amendments, and should be read together with the Original Booklet.

Table of contents

Overview	1
Revised key dates	2
1.	Key information about the amended Buy-Back	3
2.	Tax consequences for Westpac Shareholders	7
3.	Impact of the Buy-Back on Westpac	13
4.	Additional information	15
5.	Sample completed revised Application Forms	17