Westpac Banking : establishes Wholesale Capital Notes Programme

For personal use only

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

21 December 2021

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES OR TO U.S. PERSONS

Westpac establishes a Wholesale Capital Notes Programme

Westpac Banking Corporation (Westpac) has established a Wholesale Capital Notes Programme for the issue of Additional Tier 1 Capital Notes.

Attached is the Information Memorandum dated 21 December 2021. Westpac may, from time to time, offer Capital Notes on the terms and conditions described in the Information Memorandum.

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

Disclaimer

This release does not constitute an offer of any securities for sale in the United States, or in any other jurisdiction in which such offer would not be permitted, and is not for distribution in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered, sold or delivered in the United States or to, or for the account or benefit of, U.S. persons, as such terms are defined in Regulation S under the Securities Act, except in accordance with an applicable exemption from registration. There will be no public offering of the securities in the United States.

Information Memorandum

For personal use only

Capital Notes Programme

for the issue of Additional Tier 1 Capital Notes

Issuer

Westpac Banking Corporation

(ABN 33 007 457 141)

Arranger, Programme Manager and Dealer

Westpac Banking Corporation

21 December 2021

For personal use only

Contents

	Page
Important Notice	3
Programme Summary and Description of the Capital Notes	10
Capital Notes Risks	25
Conditions of the Capital Notes	41
Subscription and Sale	100
Australian Taxation	104
Additional Information	109
Directory	112

The Capital Notes are not secured. Investment-type products are subject to investment risks, including possible delays in payment and loss of income and capital invested. Neither Westpac nor any member of the Westpac Group in any way guarantees the capital value and/or performance of the Capital Notes or any particular rate of return.

Investors should be aware that Capital Notes may be Converted into Ordinary Shares of Westpac or Written-off if a Capital Trigger Event or Non-Viability Trigger Event occurs.

For personal use only

Important Notice

Introduction

Westpac Banking Corporation, acting through its head office in Sydney ("Westpac" or the "Issuer"), may offer from time to time non-cumulative, convertible, transferable, redeemable, subordinated, perpetual, unsecured notes ("Capital Notes") under the Capital Note Programme described in this Information Memorandum ("Programme"). Westpac intends that Capital Notes issued under the Programme constitute Additional Tier 1 Capital as described in the prudential standards issued by the Australian Prudential Regulation Authority ("APRA").

The Conditions (defined below) of Capital Notes are complex and include features to comply with APRA's requirements for instruments that fund regulatory capital of Westpac. In particular, Capital Notes may be Converted into Ordinary Shares or Written-off if a Capital Trigger Event or Non-Viability Trigger Event occurs. Capital Notes may not be suitable for all investors and any potential investor should consider the suitability of the investment in its own circumstances.

The liabilities which are preferred by law to the claim of a holder in respect of the Capital Notes may be substantial and the Conditions do not limit the amount of such liabilities which may be incurred or assumed by Westpac from time to time.

The Capital Notes are not deposit liabilities or protected accounts of Westpac for the purposes of the Banking Act 1959 (Cth) ("Banking Act") or Financial Claims Scheme established under the Banking Act ("Financial Claims Scheme") and are not subject to the deposit protection provisions of Australian banking legislation (including the Australian Government guarantee of certain bank deposits). Capital Notes that are offered for issue or sale or transferred in Australia are offered only in circumstances that would not require disclosure to investors under Parts 6D.2 or 7.9 of the Corporations Act 2001 (Cth) ("Corporations Act").

Westpac's responsibility

This Information Memorandum has been prepared by, and issued with the authority of, Westpac. Westpac accepts responsibility for the information contained in this Information Memorandum.

Place of issuance

Subject to applicable laws, regulations and directives, Westpac may issue Capital Notes in Australia but not in any country outside Australia.

Terms and conditions of issue

Capital Notes will be issued in series (each a "Series"). Each Series may comprise one or more tranches (each a "Tranche") having one or more issue dates and on conditions that are otherwise identical (other than, to the extent relevant, in respect of the Issue Price and the date and amount of the first Distribution payment).

Each issue of Capital Notes will be made pursuant to such documentation as Westpac may determine.

This Information Memorandum summarises information regarding the issue of Capital Notes in uncertificated registered form in the wholesale debt capital markets in Australia. A supplement ("Supplement") will be issued for each Tranche of Capital Notes. A Supplement will contain details of the initial aggregate principal amount, Distributions (if any) payable, Issue Price and Issue Date together with any other terms and conditions not set out in this Information Memorandum that may be applicable to that Tranche or Series of Capital Notes. The terms and conditions ("Conditions") applicable to

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For personal use only

Capital Notes are included in this Information Memorandum and may be supplemented, amended, modified or replaced by the Supplement applicable to those Capital Notes.

Westpac may also publish a supplement to this Information Memorandum (or additional Information Memoranda) which describes the issue of Capital Notes not otherwise described in this Information Memorandum. A Supplement may also supplement, amend, modify or replace any statement or information set out in this Information Memorandum.

Documents incorporated by reference

This Information Memorandum is to be read in conjunction with all documents which are deemed to be incorporated into it by reference as set out below. This Information Memorandum shall, unless otherwise expressly stated, be read and construed on the basis that such documents are so incorporated and form part of this Information Memorandum. References to "Information Memorandum" are to this Information Memorandum and any other document incorporated by reference and to any of them individually.

The following documents (including any that are published or issued from time to time after the date of this Information Memorandum) are incorporated in, and taken to form part of, this Information Memorandum:

• all amendments and supplements to this Information Memorandum prepared by Westpac from time to time;
• the most recently published consolidated audited annual financial statements of Westpac, and any interim financial statements of Westpac (whether audited or unaudited) published subsequently to such annual financial statements, from time to time;
• the most recently published Annual Report and Interim Financial Results Announcement (or such other equivalent announcement) of Westpac, each lodged with the Australian Securities
  Exchange operated by ASX Limited (ABN 98 008 624 691) ("ASX") from time to time; and
• each Supplement and all documents issued by Westpac and expressly stated to be incorporated in this Information Memorandum by reference.

Any statement contained in this Information Memorandum or in any of the documents incorporated by reference in, and forming part of this Information Memorandum, shall be modified, replaced or superseded for the purpose of this Information Memorandum to the extent that a statement contained in any document subsequently incorporated by reference into this Information Memorandum modifies, replaces or supersedes such statement (including whether expressly or by implication or in whole or in part). Any statement so modified, replaced or superseded shall not be deemed, except as so modified, replaced or superseded, to constitute a part of this Information Memorandum.

Except as provided above, no other information, including any information on the internet site addresses of Westpac or in any document incorporated by reference in any of the documents described above or documents or information that are publicly filed, is incorporated by reference into this Information Memorandum.

Copies of documents which are incorporated by reference in this Information Memorandum may be obtained from Westpac and the Programme Manager (each as defined in the section entitled "Programme Summary" below) on request or from such other person specified in a Supplement.

When deciding whether or not to subscribe for, purchase or otherwise deal in any Capital Notes or any rights in respect of any Capital Notes, investors should:

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