Westpac Capital Notes 9 Offer Launched

ASX
Release

21 June 2022
NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES
Westpac Capital Notes 9 Offer Launched
Westpac Banking Corporation (Westpac) today announced the offer of a new Additional Tier 1
capital instrument, Westpac Capital Notes 9 (Notes) (Offer). The Offer includes a Reinvestment
Offer for Eligible Westpac Capital Notes 2 Holders. Participation in the Reinvestment Offer is
optional.
Westpac has appointed the following Syndicate Brokers to the Offer: Westpac Institutional Bank,
ANZ Securities Limited, Commonwealth Bank of Australia, Morgans Financial Limited, National
Australia Bank Limited, Ord Minnett Limited, Shaw and Partners Limited and UBS AG, Australia
Branch as Joint Lead Managers, and Bell Potter Securities Limited, Crestone Wealth
Management Limited, JBWere Limited, Morgan Stanley Wealth Management Australia Pty
Limited and Wilsons Advisory and Stockbroking Limited as Co-Managers.
Important changes to the eligibility requirements and the application process
In response to the introduction of new laws known as the product design and distribution obligations
(DDO), Westpac has changed the manner in which the Offer is conducted compared to previous
Westpac Capital Notes offers. These changes are important because some investors who have
previously participated in Westpac Capital Notes offers may not be eligible to participate in this
Offer.
In summary, under the Offer:
• All Applications, including under the Reinvestment Offer, must be made through a Syndicate
Broker;
• Applicants need to satisfy new eligibility requirements, including retail investors obtaining
personal advice from a financial adviser to acquire Westpac Capital Notes 9, or otherwise
qualifying as a Wholesale Client;
• There is no specific offer to Westpac securityholders; and
• There is no ability to apply to Westpac directly.
For further information on the eligibility requirements to participate in the Offer and how to apply,
refer to Section 4 of the Prospectus and the Target Market Determination for the Notes, both
available at westpac.com.au/westpaccapnotes9.

Level 18, 275 Kent Street
Sydney, NSW, 2000

How to apply
Applications under the Offer can only be made by eligible investors who meet the eligibility
requirements and have received an Allocation of Notes from a Syndicate Broker under the
Bookbuild
1
.
Investors should contact their Syndicate Broker as soon as possible to express an interest in
applying for Notes or to obtain more information on whether they satisfy the eligibility
requirements. Their Syndicate Broker can also assist them with how to apply once the Offer
opens.
For further information on how to apply, refer to Section 4 of the Prospectus, which is available
via the Offer website at westpac.com.au/westpaccapnotes9.
About the Offer
The Offer comprises:
• a Reinvestment Offer: to clients of the Syndicate Brokers, and Institutional Investors, who
are Eligible Westpac Capital Notes 2 Holders wishing to reinvest some or all of their
Westpac Capital Notes 2 in Westpac Capital Notes 9; and
• a New Money Offer: to eligible clients of the Syndicate Brokers, and Institutional Investors,
wishing to make a new investment in Westpac Capital Notes 9.
Westpac will endeavour to give priority to Applications received under the Reinvestment Offer.
This priority will not extend to Applications from Eligible Westpac Capital Notes 2 Holders not
Allocated Notes under the Bookbuild, or for additional Notes under the New Money Offer.
Features of the Offer and Notes
Issue Price $100 per Note.
Distribution Rate Floating rate to be determined quarterly as the sum of the 3 month BBSW
Rate per annum plus the Margin per annum, together multiplied by (1 – Tax
Rate)
2
.
The Margin will be determined via the Bookbuild, and is expected to be
between 3.40% and 3.60% per annum.
Distributions are non-cumulative and are expected to be paid quarterly in
arrear, subject to the satisfaction of the Distribution Payment Conditions,
which include that payment of Distributions are within the absolute discretion of
Westpac.
Term Perpetual, however the Notes may be Converted, Redeemed or Transferred.
Listing/trading Expected to trade on the ASX under the code WBCPL.
Offer size Approximately $750 million, with the ability to raise more or less.
Regulatory capital Additional Tier 1 Capital under the Australian Prudential Regulation Authority’s
(APRA) capital adequacy framework.
Bookbuild 21 June 2022. Eligible investors must receive an Allocation from a Syndicate

1
Westpac may in its absolute discretion accept Applications under the Reinvestment Offer from Eligible Westpac Capital
Notes 2 Holders not Allocated Notes under the Bookbuild.
2
The Tax Rate is 30% (or 0.30 expressed as a decimal) as at the date of this announcement but that rate may change.

commences for the
Syndicate Brokers
Broker under the Bookbuild to apply
3
(though no Applications will be accepted
until the Offer opens).
Offer Opening Date 29 June 2022.
Offer Closing Date 5.00pm (Sydney time) on 14 July 2022, but may close earlier
4
.
Optional
Conversion/
Redemption/
Transfer
Westpac may elect to Convert into Ordinary Shares (subject to certain
conditions), Redeem (if APRA gives its prior written approval), or
Transfer:
- all or some of the Notes on 22 September 2028, 22 December 2028,
22 March 2029, or 22 June 2029; or
- all of the Notes following a Tax Event or Regulatory Event.
Scheduled
Conversion
Scheduled to Convert into Ordinary Shares on 22 June 2031 subject to the
satisfaction of the Scheduled Conversion Conditions.
Capital or Non-
Viability Trigger
Events
Westpac must Convert all or some of the Notes into Ordinary Shares
immediately upon a Capital Trigger Event or a Non-Viability Trigger Event.
The number of Ordinary Shares that Notes Convert into is limited by a
Maximum Conversion Number (as required by APRA) and Holders may
suffer loss as a consequence.
If Conversion does not occur and Ordinary Shares are not issued for any
reason by 5.00pm (Sydney time) on the fifth Business Day after the Capital
Trigger Event Conversion Date or Non-Viability Trigger Event Conversion
Date (as the case may be), all rights attached to the Notes will be terminated
and the investment will lose all of its value.
Redemption of Westpac Capital Notes 2
Westpac today sent a redemption notice to all Westpac Capital Notes 2 holders, outlining that
Westpac Capital Notes 2 remaining on issue on 23 September 2022 will be redeemed by Westpac
for $100 per Westpac Capital Note 2. For further information, refer to the redemption notice lodged
on the ASX today, also available at westpac.com.au/westpaccapnotes2.
How to access a Prospectus
The Prospectus was lodged with ASIC and the ASX today and is also available via the Offer
website at westpac.com.au/westpaccapnotes9. A replacement Prospectus containing the Margin
is expected to be available via the Offer website on 29 June 2022, when the Offer opens.
This announcement contains only a summary of the features of the Notes and the Offer.
Potential investors should read the Prospectus in full (including the Westpac Capital
Notes 9 Terms in Appendix B of the Prospectus) and seek advice from their Syndicate
Broker, financial adviser or other professional adviser before deciding whether to apply
for any Notes and to consider the risks that could affect an investment in the Notes.

3
Westpac may in its absolute discretion accept Applications under the Reinvestment Offer from Eligible Westpac Capital
Notes 2 Holders not Allocated Notes under the Bookbuild.
4
Westpac and the Joint Lead Managers may, in their absolute discretion, close the Offer early or extend the Offer Period
without notice. Westpac may also withdraw the Offer at any time before the Notes are issued.

For more information
• Offer website at westpac.com.au/westpaccapnotes9.
• Westpac Capital Notes 9 Information Line (Monday to Friday, 8.30am to 7.30pm, Sydney
time) on 1800 606 866 (free call within in Australia) and +61 1800 606 866 (outside Australia).
CAUTION – Westpac Capital Notes 9 are not deposit liabilities of Westpac, are riskier than
bank deposits and may not be suitable for some investors. Their complexity may make
them difficult to understand and the risks associated with the Notes could result in the loss
of all of your investment. If you do not fully understand how they work or the risks
associated with them, you should obtain professional advice.
Unless otherwise defined, capitalised words and expressions used in this announcement have
the meanings given to them in the Prospectus.

For further information:

Hayden Cooper Andrew Bowden
Group Head of Media Relations General Manager, Investor Relations
0402 393 619 0438 284 863


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

Disclaimer
The information provided in this announcement is not financial product advice (nor tax, accounting
or legal advice) and has been prepared without taking into account individual investment
objectives, financial situations or particular needs (including financial and taxation issues).
This announcement does not constitute an offer in any place in which, or to any person to whom,
it would not be lawful to make such an offer. In particular, this announcement does not constitute
an offer to sell, or a solicitation of an offer to buy, securities in the United States or to, or for the
account or benefit of, any U.S. person (as defined in Regulation S under the U.S. Securities Act
of 1933 (U.S. Securities Act (as amended))) (U.S. Person). Westpac Capital Notes 9 have not
been, and will not be, registered under the U.S. Securities Act or the securities laws of any state
or other jurisdiction of the United States and may not be offered, sold, delivered or transferred in
the United States or to, or for the account or benefit of, any U.S. Person.