Westpac Capital Notes 10 Prospectus

ASX
Release


20 November 2023

NOT FOR DISTRIBUTION OR RELEASE IN THE UNITED STATES

Prospectus for the Westpac Capital Notes 10

Westpac Banking Corporation today lodged with the Australian Securities and Investments
Commission and ASX a prospectus for Westpac Capital Notes 10 (WCN 10), including
information on the Reinvestment Offer. A copy of the prospectus is attached.


For further information:

Hayden Cooper Justin McCarthy
Group Head of Media Relations General Manager, Investor Relations
0402 393 619 0422 800 321


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

Disclaimer

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 (as amended)) ( U.S. Person). WCN 10 are being
offered in Australia only and will not be offered or sold in the United States or to, or for the
account or benefit of, any U.S. Person.



Level 18, 275 Kent Street
Sydney, NSW, 2000

This page has been intentionally left blank.

WESTPAC
CAPITAL NOTES 10
Prospectus and
Westpac Capital Notes 6
Reinvestment Offer Information
ARRANGER
Westpac Institutional Bank
ISSUER
Westpac Banking Corporation
ABN 33 007 457 141
JOINT LEAD MANAGERS
Westpac Institutional Bank
ANZ Securities Limited
Commonwealth Bank of Australia
Morgan Stanley Australia Securities Limited
Morgans Financial Limited
National Australia Bank Limited
Ord Minnett Limited
Shaw and Partners Limited
UBS AG, Australia Branch
DATE OF THIS PROSPECTUS
20 November 2023
CO-MANAGERS
Bell Potter Securities Limited
JBWere Limited
LGT Crestone Wealth Management Limited
Wilsons Advisory and Stockbroking Limited
CAUTION – Westpac Capital Notes 10 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.

IMPORTANT NOTICES
About this Prospectus
This Prospectus relates to the offer of Westpac Capital Notes 10 (“Notes”)
at an Issue Price of $100 each to raise approximately $750 million with the
ability to raise more or less.
The Westpac Capital Notes 10 offered under this Prospectus are designated
as Series 2023-1.
This Prospectus is dated 20 November 2023 and was lodged with the
Australian Securities and Investments Commission (“ASIC”) on that date.
ASIC and ASX Limited (“ASX”) take no responsibility for the content of this
Prospectus nor for the merits of the investment to which this Prospectus
relates. This Prospectus expires on the date which is 13 months after the date
of this Prospectus (“Expiry Date”) and no Notes will be issued or transferred
on the basis of this Prospectus after the Expiry Date.
Status of Westpac Capital Notes 10
Westpac Capital Notes 10 are fully paid, non-cumulative, convertible,
transferable, redeemable, subordinated
1
, perpetual, unsecured notes issued
by Westpac.
The Notes are not deposit liabilities or protected accounts of Westpac
for the purposes of the Banking Act or Financial Claims Scheme and are
not subject to the depositor protection provisions of Australian banking
legislation (including the Australian Government guarantee of certain bank
deposits).
Investment-type products are subject to investment risk, including possible
delays in payment and loss of income and principal invested. Except as
required by law, and only to the extent so required, neither Westpac nor
any other person in any way warrants or guarantees the capital value or
performance of the Notes, the performance of Westpac or any particular
rate of return on any investment made under this Prospectus. If a Capital
Trigger Event or Non-Viability Trigger Event occurs, Westpac will be required
to Convert some or all of the Notes (or, where Conversion does not occur
for any reason and Ordinary Shares are not issued for any reason by 5.00pm
on the fifth Business Day after the Capital Trigger Event Conversion Date or
Non-Viability Trigger Event Conversion Date (as the case may be), then: (i)
those Notes will not be Converted in respect of such Capital Trigger Event or
Non-Viability Trigger Event (as the case may be) and will not be Converted,
Redeemed or Transferred on any subsequent date; (ii) all rights in relation
to those Notes will be terminated immediately (written-off) on the Capital
Trigger Event Conversion Date or Non-Viability Trigger Event Conversion
Date (as the case may be); and (iii) Holders will lose all the value of their
investment in those Notes and they will not receive any compensation or
unpaid Distributions).
If Conversion occurs in these circumstances, Holders may (in the case of a
Capital Trigger Event) and are likely to (in the case of a Non-Viability Trigger
Event) receive Ordinary Shares that are worth significantly less than the Face
Value of the Notes. If Holders receive Ordinary Shares worth less than the
Face Value of the Notes, they will suffer loss as a consequence.
Defined words and expressions
Some words and expressions used in this Prospectus are capitalised as they
have defined meanings. The Glossary in Appendix A and clause 16.2 of the
Westpac Capital Notes 10 Terms in Appendix B define these words and
expressions.
A reference to time in this Prospectus is to Sydney time, unless otherwise
stated. A reference to $, A$, dollars and cents is to Australian currency,
unless otherwise stated.
No representations other than in this Prospectus
You should rely only on information in this Prospectus. No person is authorised
to provide any information or to make any representations in connection
with the Offer which are not contained in this Prospectus. Any information or
representations not contained in this Prospectus may not be relied upon as
having been authorised by Westpac in connection with the Offer.
Past performance information
The financial information provided in this Prospectus is for information
purposes only and is not a forecast of operating results to be expected
in future periods. Past performance is not a reliable indication of future
performance.
Design and distribution obligations (DDO Laws)
From October 2021, Corporations Act provisions which were introduced
by the Treasury Laws Amendment (Design and Distribution Obligations
and Product Intervention Powers) Act 2019 (“DDO Laws”) require Westpac
to create a Target Market Determination (“TMD”) to describe the class
of retail investors to whom Westpac Capital Notes 10 are targeted (the
“Target Market”), and conditions around how Westpac Capital Notes 10 are
distributed to help ensure that retail investors are, or are reasonably likely to
be, within the Target Market. Westpac has created a TMD, a copy of which
is available at westpac.com.au/westpaccapnotes10. The Target Market is
described in Sections 1.7.2 and 4.2.
This Prospectus does not provide investment advice
The information in this Prospectus is not investment advice and has
been prepared without taking into account your investment objectives,
financial situation and particular needs (including financial and taxation
considerations) as an investor. You should consider the appropriateness of
the Notes having regard to these factors before deciding to apply for any
Notes. It is important that you read the entire Prospectus (including the
investment risks described in Sections 1.5 and 6). If you are a retail investor
and wish to apply for Notes, you must:
• speak to your Syndicate Broker (all Applications must be submitted
through a Syndicate Broker and no Applications can be made directly
to Westpac). A list of the appointed Joint Lead Managers and Co-
Managers who are Syndicate Brokers to the Offer can be found on the
front cover and in the Corporate Directory of this Prospectus; and
• obtain personal advice from a financial adviser to ensure that your
objectives, financial situation and needs have been considered in making
your investment decision and you are within the Target Market.
None of the Joint Lead Managers or their respective directors, officers,
employees or advisers have caused the issue or lodgement of this
Prospectus, nor the issue of any Notes pursuant to it, nor have they made
any statements in the Prospectus, other than references to their names, and
do not accept responsibility for any statements in the Prospectus other than
references to their names nor omissions from the Prospectus.
This Prospectus also contains information in relation to (amongst other
things) the Reinvestment Offer. Neither Westpac nor any other person is
providing any investment advice or making any recommendation to Eligible
Westpac Capital Notes 6 Holders in respect of the Reinvestment Offer.
Restrictions in foreign jurisdictions
This Offer is being made in Australia only and this Prospectus does not
constitute an offer in any jurisdiction in which, or to any person to whom,
it would not be lawful to make such an offer. No action has been taken to
register or qualify the Notes or the Offer or to otherwise permit a public
offering of the Notes in any jurisdiction outside Australia. The distribution
of this Prospectus (including an electronic copy) in jurisdictions outside
Australia may be restricted by law.
You should read the foreign selling restrictions (including, in particular, the
restrictions in the United States and on US Persons) in Section 8.13. If you
come into possession of this Prospectus in jurisdictions outside Australia,
you should seek advice on, and observe, any such restrictions. If you fail
to comply with such restrictions that failure may constitute a violation of
applicable securities laws.
Exposure Period
The Corporations Act prohibits the acceptance of Applications during the
seven day period after the date this Prospectus was lodged with ASIC. This
period is referred to as the “Exposure Period” and ASIC may extend this
period by up to a further seven days (that is up to 14 days in total). The
purpose of the Exposure Period is to enable this Prospectus to be examined
by market participants before the Opening Date.
How to access a Prospectus
The Prospectus will be available via the Offer website at
westpac.com.au/westpaccapnotes10 or from your Syndicate Broker.
The Prospectus is only available electronically to persons accessing and
downloading it in Australia. If you access an electronic copy of this Prospectus,
you should ensure that you download and read the entire Prospectus.
How to apply
Applications can only be made by retail investors who are within the Target
Market and have received personal advice from a financial adviser to acquire
Notes or by investors who are Wholesale Clients.
All Applications (both for the Reinvestment Offer and the New Money
Offer) must be submitted through a Syndicate Broker and investors must
receive an Allocation from a Syndicate Broker under the Bookbuild to apply.
You should contact your Syndicate Broker as soon as possible during the
Exposure Period to express an interest in applying for Notes or to obtain
more information on whether you satisfy the eligibility requirements. Your
Syndicate Broker can also assist you with how to apply once the Offer opens.
There is no direct offer to Westpac securityholders and no Applications
(including from Eligible Westpac Capital Notes 6 Holders) can be made
directly to Westpac.
For more information on who is eligible to apply for Notes under the Offer
and how to make an Application – see Section 4.
No withdrawal of Application
You cannot withdraw your Application once it has been lodged, except as
permitted under the Corporations Act.
Providing personal information
You will be asked to provide personal information to Westpac (directly or via
its agents, including the Registrar) if you apply for any Notes. See Section
8.15 for information on how Westpac (and its agents, including the Registrar
on its behalf) collects, holds and uses this personal information.
Incorporation by reference
Information contained in or accessible through the documents or websites
mentioned in this Prospectus does not form part of this Prospectus unless
it is specifically stated that the document or website is incorporated by
reference and forms part of this Prospectus.
Note:
1. See Sections 1.4 and 2.7 for a description of how the Notes will rank in a Winding Up.

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APPENDIX
A
APPENDIX
B11
Important noticesInside front cover
Guidance for retail investors2
Design and distribution obligations3
Key dates4
1. Investment overview6
2. Information about Westpac Capital Notes 1023
3. Reinvestment Offer for Westpac Capital Notes 643
4. Applying for Westpac Capital Notes 1050
5. About Westpac55
6. Investment risks64
7. Australian tax summary86
8. Other information92
Appendix A – Glossary100
Appendix B – Westpac Capital Notes 10 Terms113
Corporate Directory136
TABLE OF CONTENTS

WESTPAC CAPITAL NOTES 10
2
GUIDANCE FOR RETAIL INVESTORS
1. READ THIS PROSPECTUS IN FULL
• If you are considering applying for any Notes under the Offer, this Prospectus is important and should be read
in its entirety (including the “Westpac Capital Notes 10 Terms” in Appendix B).
• You should have particular regard to the:
–“Design and distribution obligations” on the next page and whether you are within the Target Market
referred to in the Target Market Determination;
–“Investment overview” in Section 1;
–“Information about Westpac Capital Notes 10” in Section 2;
–“Reinvestment Offer for Westpac Capital Notes 6” in Section 3; and
–“Investment risks” in Section 6.
• In considering whether to apply for any Notes, it is important to consider all risks and other information
regarding an investment in the Notes in light of your particular investment objectives and circumstances.
• Westpac Capital Notes 10 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.
2. SPEAK TO YOUR SYNDICATE BROKER AND OBTAIN PERSONAL ADVICE
• If you are a retail investor and wish to apply for Notes, you must speak to your Syndicate Broker and also obtain
personal advice from a financial adviser to ensure that your objectives, financial situation and needs have been
considered in making your investment decision and you are within the Target Market. All Applications must be
submitted through a Syndicate Broker and no Applications can be made directly to Westpac.
A list of the appointed Joint Lead Managers and Co-Managers who are Syndicate Brokers to the Offer can be
found on the front cover and in the Corporate Directory of this Prospectus.
• ASIC has published guidance on how to choose a financial adviser on its MoneySmart website at
moneysmart.gov.au/financial-advice/choosing-a-financial-adviser.
3. CONSIDER THE ASIC GUIDANCE FOR RETAIL INVESTORS
• Further guidance on investing in bank hybrid securities can be found on ASIC’s MoneySmart website. You
can find this guidance by searching “hybrid securities and notes” at moneysmart.gov.au or via the link at
westpac.com.au/westpaccapnotes10. The guidance includes a series of questions you should ask before you
invest in hybrid securities to check your understanding of how they work, their features and risks.
4. LEARN MORE ABOUT INVESTING IN BANK HYBRID SECURITIES
• Westpac’s Guide to Bank Hybrids, a guide to help investors understand some of the typical features and risks
associated with an investment in bank hybrid securities, is available at westpac.com.au/bankhybridguide. The
Guide to Bank Hybrids provides a brief overview of hybrid investments, including how to invest in an Australian
bank and the typical features and risks of bank hybrids. The Guide to Bank Hybrids may be helpful when you
are considering an investment in the Notes.
5. OBTAIN FURTHER INFORMATION ABOUT WESTPAC AND WESTPAC CAPITAL NOTES 10
• Westpac is a disclosing entity for the purposes of the Corporations Act and, as a result, is subject to regular
reporting and disclosure obligations under the Corporations Act and the ASX Listing Rules. In addition,
Westpac must notify ASX immediately (subject to certain exceptions) if it becomes aware of information about
Westpac that a reasonable person would expect to have a material effect on the price or value of its securities,
including the Notes.
• Copies of documents lodged with ASIC can be obtained from, or inspected at, an ASIC office and Westpac’s
ASX announcements may be viewed at asx.com.au (ASX code WBC). Further information about Westpac,
including Westpac’s half-yearly and annual financial reports, presentations and other investor information, can
be obtained from westpac.com.au/investorcentre.
6. USE OF FRANKING CREDITS
• The value and availability of franking credits to you will depend on your particular circumstances and the
Australian Tax Rules. Westpac has applied for a public Class Ruling requesting confirmation of the ATO’s views
on principal tax issues considered in Section 7.
7. ENQUIRIES
• If you have any questions in relation to the Offer, please call the Westpac Capital Notes 10 Information
Line (Monday to Friday, 8.30am to 7.30pm, Sydney time) on 1800 176 125 (free call within Australia)
and +61 1800 176 125 (outside Australia) or contact your Syndicate Broker, financial adviser or other
professional adviser.

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APPENDIX
A
APPENDIX
B3
DESIGN AND DISTRIBUTION OBLIGATIONS
Under the DDO Laws, Westpac is required to create a TMD to describe the class of retail investors to whom Westpac
Capital Notes 10 are targeted (described as the Target Market), and conditions around how the Notes are distributed to
help ensure that retail investors are, or are reasonably likely to be, within the Target Market.
A summary of key elements of the DDO Laws and eligibility requirements to apply under the Offer is set out below.
DDO requirements
DDO Laws require issuers of certain financial products to create a TMD and set certain conditions under which those
products can be distributed to retail investors.
Target Market
DeterminationDistribution conditions
Applications can only be made through a
Syndicate Broker. No Applications can be made directly
to Westpac.
The TMD for the Notes
describes the class of retail
investors for whom an
investment in Notes is likely
to be consistent with their
likely objectives, financial
situation and needs, which
is referred to as the Target
Market.
The Target Market is
described in Sections
1.7.2 and 4.2 and a copy
of the TMD is available
from westpac.com.au/
westpaccapnotes10.
The TMD also sets out
conditions under which the
Notes can be distributed
to help ensure that retail
investors are, or are
reasonably likely to be,
within the Target Market.
In order to ensure the Notes are distributed in accordance
with the TMD, Westpac has determined that Applications
under both the Reinvestment Offer and the New Money
Offer can only be made through a Syndicate Broker
(and not to Westpac directly), and that the Notes are
only available to investors who satisfy certain eligibility
requirements outlined below.
Eligible
You are a company or an
individual
1
aged 18 years
or older with a registered
address in Australia, and
either:
• you are within the Target
Market and you have
received personal advice
from a financial adviser
to acquire Notes;
OR
• you are classified as a
Wholesale Client.
You will need to provide
evidence to your Syndicate
Broker that you satisfy
one of these eligibility
requirements. Please see
Section 4.2 for details of
how to apply.
Ineligible
Any other investor, including
a Westpac Capital Notes
6 holder and any other
Westpac securityholder,
who does not satisfy the
eligibility requirements (for
example, a retail investor
who is outside the Target
Market).
There is no specific offer to
Westpac securityholders
and no general public offer.
If you have any questions about Westpac Capital Notes 10 or the Offer, you should seek advice from your Syndicate
Broker, financial adviser or other professional adviser. You can also call the Westpac Capital Notes 10 Information Line
(Monday to Friday, 8.30am to 7.30pm, Sydney time) on 1800 176 125 (free call within Australia) and +61 1800 176 125
(outside Australia).
A list of the appointed Joint Lead Managers and Co-Managers who are Syndicate Brokers to the Offer can be found on
the front cover and in the Corporate Directory of this Prospectus.
ASIC has published guidance on how to choose a financial adviser on its MoneySmart website at
moneysmart.gov.au/financial-advice/choosing-a-financial-adviser.
Note:
1. Including as a trustee of a family, hybrid or unit trust.

WESTPAC CAPITAL NOTES 10
4
KEY DATES
Key dates for the Offer
Announcement of the Offer and lodgement of this Prospectus with ASIC20 November 2023
Bookbuild period commences for the Syndicate Brokers20 November 2023
Exposure Period
No Applications will be processed during the Exposure Period, but investors interested in
applying for Notes need to contact their Syndicate Broker as soon as possible if they wish
to participate
20 November 2023 –
27 November 2023
Announcement of the Margin and confirmation of Bookbuild Allocations to the Syndicate
Brokers
27 November 2023
Lodgement of the replacement Prospectus with ASIC28 November 2023
Opening Date for investors to apply for Notes Allocated by the Syndicate Brokers under
the Bookbuild
28 November 2023
Closing Date for investors to apply for Notes Allocated by the Syndicate Brokers under the
Bookbuild (5.00pm Sydney time)
12 December 2023
Issue Date of Notes18 December 2023
Commencement of normal settlement trading19 December 2023
Holding Statements dispatched by20 December 2023
Key dates for Westpac Capital Notes 10
Record Date for first Distribution 14 March 2024
First Distribution Payment Date
1,2
22 March 2024
Option for Westpac to Convert
3
, Redeem
4
or Transfer the Notes 22 September 2031,
22 December 2031,
22 March 2032,
22 June 2032
Scheduled Conversion Date
5
22 June 2034
Key dates for the Reinvestment Offer
Reinvestment Offer Record Date for determining Eligible Westpac Capital Notes 6 Holders
(7.00pm Sydney time)
10 November 2023
Exposure Period
No Applications will be processed during the Exposure Period, but Eligible Westpac Capital
Notes 6 Holders interested in applying for Notes need to contact their Syndicate Broker as
soon as possible if they wish to participate
20 November 2023 –
27 November 2023
Opening Date for Eligible Westpac Capital Notes 6 Holders to apply for Notes Allocated by
the Syndicate Brokers under the Bookbuild
28 November 2023
Record date for the Westpac Capital Notes 6 Distribution (7.00pm Sydney time)8 December 2023
Closing Date for Eligible Westpac Capital Notes 6 Holders to apply for Notes Allocated by
the Syndicate Brokers under the Bookbuild (5.00pm Sydney time)
12 December 2023
Expected date of transfer of Participating Westpac Capital Notes 6 to Westpac Capital
Notes 6 Nominated Party
6
18 December 2023
Issue Date of Notes for the Reinvestment Offer18 December 2023
Payment date for the Westpac Capital Notes 6 Distribution
7
18 December 2023
Note:
1. Distributions are payable quarterly, subject to satisfaction of the Distribution Payment Conditions – see Section 2.1.9.
2. You should note that the first Distribution Period is a longer period of 95 days and other Distribution Periods will otherwise generally be 90 to
92 days.
3. Subject to satisfaction of the Optional Conversion Restriction – see Section 2.4.2.
4. The Redemption of the Notes is subject to APRA’s prior written approval. There can be no certainty that APRA will provide its prior written
approval for any such Redemption – see Section 6.1.2. Any Redemption of the Notes does not imply or indicate that Westpac will in the future
exercise any right it may have to redeem any other outstanding regulatory capital instruments issued by Westpac. Any such future redemption
would also be subject to APRA’s prior written approval (which may or may not be given).
5. Conversion of the Notes to Ordinary Shares on this date is subject to satisfaction of the Scheduled Conversion Conditions – see Section 2.2.3.
6. Westpac lodged a transfer notice on the ASX on 20 November 2023.
7. Subject to satisfaction of the distribution payment conditions in the Westpac Capital Notes 6 Terms.

123456785
APPENDIX
A
APPENDIX
B5
KEY DATES
Note:
8. Subject to satisfaction of the distribution payment conditions in the Westpac Capital Notes 6 Terms.
9. APRA has approved the redemption of Westpac Capital Notes 6. See Section 3.1.2 for further information. The intended redemption of Westpac
Capital Notes 6 does not imply or indicate that Westpac will in the future exercise any right it may have to redeem any other outstanding
regulatory capital instruments issued by Westpac. Any such future redemption would also be subject to APRA’s prior written approval (which
may or may not be given).
Key dates for Non-Participating Westpac Capital Notes 6
Record date for the Westpac Capital Notes 6 Distribution (7.00pm Sydney time)8 December 2023
Payment date for the Westpac Capital Notes 6 Distribution
8
18 December 2023
Optional date of redemption of Westpac Capital Notes 6
9
31 July 2024
Dates may change
These dates are indicative only and may change. Westpac and the Joint Lead Managers may, in their absolute discretion,
close the Offer early, and Westpac may also withdraw the Offer at any time before Notes are issued. Westpac and the
Joint Lead Managers may also exercise discretion, where reasonable, to extend the Offer period having regard to market
conditions, the circumstances of the Offer, and Westpac’s business needs. Material changes to the timetable will be
disclosed on ASX as soon as practicable.
Except as otherwise specified in the Westpac Capital Notes 10 Terms, if any of these dates are not Business Days and an
event under the Westpac Capital Notes 10 Terms is stipulated to occur on that day, then the event will occur on the next
Business Day.

INVESTMENT
OVERVIEW
CAUTION – Westpac Capital Notes 10 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.
SECTION 1
This Section sets out:
1.1 Key features of the Offer and Westpac Capital Notes 10
1.2 Summary of the Distributions payable on Westpac Capital Notes 10
1.3 Summary of certain events which may affect what Holders of Westpac Capital Notes 10
receive and when they receive it
1.4 Ranking of Westpac Capital Notes 10 in a Winding Up
1.5 Key risks associated with an investment in Westpac Capital Notes 10 and Westpac
1.6 Comparison of the Westpac Capital Notes 10 with certain other Westpac investments
or products
1.7 Structure of the Offer and how to apply for Westpac Capital Notes 10
WESTPAC CAPITAL NOTES 10
6

7
1 INVESTMENT OVERVIEW
123456787
APPENDIX
A
APPENDIX
B
1.1 Key features of the Offer and Westpac Capital Notes 10
The information in this Section is a summary only. You should refer to other sections of this Prospectus for more details
(as indicated under the heading “Further information” below) and, in particular, refer to the Westpac Capital Notes 10
Terms in Appendix B for the full terms and conditions of Westpac Capital Notes 10.
TopicSummaryFurther information
1.1.1 The OfferThe Offer is for the issue of Westpac Capital Notes 10 to raise
approximately $750 million, with the ability to raise more or less.
The Offer includes the Reinvestment Offer to Eligible Westpac
Capital Notes 6 Holders to reinvest all or some of their Westpac
Capital Notes 6 in the Westpac Capital Notes 10.
Applications can only be made to Syndicate Brokers (not to
Westpac directly) and Notes are only being offered to investors
who satisfy certain eligibility requirements.
Westpac will endeavour to give priority to Applications received
under the Reinvestment Offer.
Sections 2, 3 and 4
1.1.2 The issuerWestpac Banking Corporation ABN 33 007 457 141Section 5
1.1.3 Key features
of Westpac
Capital
Notes 10
Westpac Capital Notes 10 are:
• fully paid – the Issue Price ($100 per Note, which will also be the
Initial Face Value of the Note) must be paid to Westpac before
the Notes are issued;
• non-cumulative – they offer Distributions which are discretionary
and unpaid Distributions do not accumulate. Holders will not
have any right to compensation if Westpac does not pay a
Distribution;
• convertible – in certain circumstances, Westpac will be required
or permitted to Convert the Notes into Ordinary Shares;
• redeemable and transferable – in certain circumstances,
Westpac may be permitted to repay the Face Value (initially
$100 per Note) of the Notes to Holders or transfer the Notes to a
third party (but there are significant restrictions on repayment of
the Notes);
• perpetual – they do not have a fixed maturity date and could
exist indefinitely if not Redeemed, Converted or Transferred (in
which case you would not receive your capital back, although
you may sell your Notes on the ASX at the prevailing market
price to realise your investment. However, that price may be less
than the Face Value (initially $100 per Note) and there may be
no liquid market in the Notes);
• unsecured – they are not guaranteed or insured by the Australian
Government nor are they deposit liabilities or protected
accounts of Westpac under the Banking Act or Financial Claims
Scheme and they are not subject to the depositor protection
provisions of Australian banking legislation;
• subject to a Capital Trigger Event and Non-Viability Trigger
Event – where such an event occurs (which includes where
Westpac suffers significant losses), some or all of the Notes
must be Converted into Ordinary Shares or, if Conversion does
not occur for any reason and Ordinary Shares are not issued
for any reason by 5.00pm on the fifth Business Day after the
Capital Trigger Event Conversion Date or Non-Viability Trigger
Event Conversion Date (as the case may be), the rights of
Holders attaching to those Notes will be terminated (written-
off) immediately on the Capital Trigger Event Conversion Date
or Non-Viability Trigger Event Conversion Date (as the case
may be), and Holders will lose all the value of their investment
in those Notes and they will not receive any compensation or
unpaid Distributions;
Section 2
Westpac Capital
Notes 10 Terms

WESTPAC CAPITAL NOTES 10
8
1 INVESTMENT OVERVIEW
TopicSummaryFurther information
1.1.3 Key features
of Westpac
Capital
Notes 10
(continued)
• subordinated – in the event of a Winding Up, if the Notes are
still on issue and have not been Redeemed or Converted, or
otherwise had the rights attaching to them terminated, they
will rank ahead of Ordinary Shares, equally among themselves
and with Equal Ranking Capital Securities and behind Senior
Creditors. However, it is likely that a Capital Trigger Event or Non-
Viability Trigger Event would occur prior to a Winding Up and
the Notes would have been Converted into Ordinary Shares or
otherwise had the rights attaching to them terminated; and
• listed – Westpac will apply for the Notes to be quoted on the
ASX and they are expected to trade on the ASX under the code
WBCPM. Following quotation, the Notes may be purchased
or sold on the ASX by investors at the prevailing market price.
However, the Notes may trade at a market price above or below
their Face Value of $100 per Note.
The Westpac Capital Notes 10 Terms are complex and derive from
the detailed capital requirements that APRA applies to these
instruments. Westpac's ability to pay Distributions or to Convert or
Redeem the Notes is subject to a number of restrictions, including
APRA not objecting to the Distributions and APRA giving prior
written approval to a Redemption.
1.1.4 Use of
proceeds of
the Westpac
Capital
Notes 10
Westpac is issuing the Notes to raise Additional Tier 1 Capital
which satisfies the regulatory capital requirements of APRA. The
proceeds received under the Offer will be used by Westpac for
general business purposes.
Sections 5.1.5 and
5.2.1

9123456789
APPENDIX
A
APPENDIX
B
Note:
1. The Tax Rate is 30% (or 0.30 expressed as a decimal) as at the date of this Prospectus but that rate may change.
2. The Westpac Capital Notes 10 Terms do not include any events of default.
1.2 Summary of the Distributions payable on Westpac Capital Notes 10
TopicSummaryFurther information
1.2.1 Distributions
payable on
Westpac
Capital
Notes 10
The Notes offer Holders quarterly, floating rate Distributions until the
Notes are Converted at their full Face Value (or terminated following
a failure to Convert) or Redeemed.
The Distribution Payment Dates are quarterly, being 22 March,
22 June, 22 September and 22 December of each year. The first
Distribution is scheduled to be paid on 22 March 2024. You should
note that the first Distribution Period is a longer period of 95 days
and other Distribution Periods will otherwise generally be 90 to 92
days.
The Distribution Rate is determined in accordance with the following
formula:
(3 month BBSW Rate + Margin) x (1 – Tax Rate
1
)
The Margin is expected to be in the range of 3.10% to 3.30% per
annum and will be determined at the end of the Bookbuild.
Distributions are expected to be fully franked.
Section 2.1
Westpac Capital
Notes 10 Terms
clause 3
1.2.2 Distributions
may not
be paid on
Westpac
Capital
Notes 10
Payments of Distributions are within the absolute discretion of
Westpac, which means Westpac does not have to pay them.
Distributions are also only payable if the other Distribution
Payment Conditions are satisfied.
Distributions are non-cumulative, which means that unpaid
Distributions will not be made up or accumulate. Holders will
not have any rights to compensation if Westpac does not pay
Distributions. Failure to pay any Distribution is not an event of
default
2
and Holders have no right to apply for a Winding Up on
the grounds of non-payment of a Distribution.
If for any reason a Distribution has not been paid in full for a
relevant Distribution Payment Date, Westpac must not (except in
certain limited circumstances):
• determine or pay any Dividends; or
• undertake any discretionary Buy Back or Capital Reduction,
unless and until:
• the amount of the unpaid Distribution is paid in full within 20
Business Days of the relevant Distribution Payment Date;
• all Notes are Converted at their full Face Value, Redeemed or
terminated following a failure to Convert;
• a Distribution for any subsequent Distribution Period is paid in
full on the relevant Distribution Payment Date; or
• a Special Resolution has been passed approving such action.
These restrictions would not apply where the reason a Distribution
was not paid was because the Distribution Rate was zero or
negative (see Section 2.1.3).
Sections 2.1.1 and
2.1.9 to 2.1.11
Westpac Capital
Notes 10 Terms
clauses 3.3, 3.4, 3.7
and 3.8

WESTPAC CAPITAL NOTES 10
10
1 INVESTMENT OVERVIEW
1.3 Summary of certain events which may affect what Holders of Westpac Capital Notes 10
receive and when they receive it
TopicSummaryFurther information
1.3.1 Events that
may affect
the Westpac
Capital
Notes 10
The Notes do not have a fixed maturity date and Holders do not
have a right to request or require Westpac to Convert, Redeem
or arrange for the Transfer of the Notes. Accordingly, what will
happen to the Notes is uncertain.
It is possible that the Notes could remain on issue indefinitely and
the Face Value (initially $100 per Note) will not be repaid.
The diagram and table in this Section 1.3.1 summarise certain
events that may occur while the Notes are on issue and what
Holders may receive in relation to the Notes under the Westpac
Capital Notes 10 Terms.
Sections 2.2 to 2.6
Westpac Capital
Notes 10 Terms
clauses 4 to 8
OPTION FOR WESTPAC TO CONVERT,
REDEEM OR TRANSFER
18 December
2023, the
Issue Date
22
September
2031
Conversion, Redemption (subject to APRA
approval) or Transfer at Westpac’s option
(see Sections 2.3 and 2.4)
Conversion
You receive
Ordinary
Shares
Redemption
You receive
the Face
Value from
Westpac
Transfer
You receive
the Face
Value from
a nominated
third party
purchaser
You receive
Ordinary Shares
Tax Event or Regulatory Event
Conversion, Redemption (subject to APRA approval) or Transfer at Westpac’s option if a Tax Event or Regulatory
Event occurs (see Sections 2.3 and 2.4)
Acquisition Event
Automatic Conversion if an Acquisition Event occurs subject to the Second Scheduled Conversion Condition, as it
applies to an Acquisition Event, being satisfied (see Section 2.6)
Capital Trigger Event or Non-Viability Trigger Event
Automatic Conversion if a Capital Trigger Event or Non-Viability Trigger Event occurs or if Conversion does not occur
for any reason by 5.00pm on the fifth Business Day after the Capital Trigger Event Conversion Date or Non-Viability
Trigger Event Conversion Date, all rights in relation to those Notes will be terminated (written-off) and Holders will lose
all of the value of their investment in those Notes and they will not receive any compensation or unpaid Distributions
(see Section 2.5)
You receive
Ordinary Shares
22 June 2034, the first
possible Scheduled
Conversion Date
Scheduled Conversion
subject to the Scheduled
Conversion Conditions
being satisfied (see
Section 2.2.3)
Each Distribution
Payment Date after the
first possible Scheduled
Conversion Date
If Scheduled Conversion
does not occur on the
first possible Scheduled
Conversion Date of
22 June 2034, then
Scheduled Conversion
will occur on the first
Distribution Payment Date
after that date on which
the Scheduled Conversion
Conditions are satisfied
(see Section 2.2.3).
SCHEDULED CONVERSION DATE
Perpetual
EVENTS THAT COULD OCCUR AT ANY TIME:
22
December
2031
22
March
2032
22
June
2032

111234567811
APPENDIX
A
APPENDIX
B
Note:
3. Holders should not expect that APRA's prior written approval will be given if requested.
4. Westpac may only Redeem Notes if it replaces them with capital of the same or better quality (and the replacement is done under conditions
that are sustainable for the income capacity of Westpac) or obtains confirmation that APRA is satisfied that Westpac does not have to replace
the Notes.
5. The Distribution would be for the period from (but excluding) the last Distribution Payment Date to (and including) the relevant Conversion
Date, Redemption Date or Transfer Date (as applicable). Payments of Distributions are within the absolute discretion of Westpac, which means
Westpac does not have to pay them. Distributions are also only payable if the Distribution Payment Conditions are satisfied.
6. On Transfer, Holders will receive the Face Value in cash from the Nominated Party to whom the Notes are transferred.
7. Conversion is conditional on Westpac's share price being above a specified level in the period prior to Conversion.
8. Based on the Initial Face Value of $100 per Note and the VWAP of Ordinary Shares during the relevant VWAP Period before the Conversion
Date, with the benefit of a 1% discount. The value of Ordinary Shares received on the Conversion of one Note may be worth more or less than
$101.01 depending on the market price of Ordinary Shares before Conversion and the Face Value of the Notes at the Conversion Date.
EventWhen?
Is APRA
approval
required?
Are there
other pre-
conditions to
the event?
What value
will a Holder
receive?
In what form
will that value
be provided to
Holders?
Where to
find further
information?
Redemption
at Westpac's
option
22 September
2031,
22 December
2031, 22 March
2032, 22 June
2032 or if a
Tax Event or
Regulatory
Event occurs
Ye s
3
Yes, before or
concurrently
with
Redemption
4
Face Value
(initially $100
per Note) plus
a Distribution
5
CashSections 2.3.1
to 2.3.4
Westpac
Capital Notes
10 Terms
clause 7
Transfer at
Westpac's
option
22 September
2031,
22 December
2031, 22 March
2032, 22 June
2032 or if a
Tax Event or
Regulatory
Event occurs
NoNoFace Value
(initially $100
per Note) plus
a Distribution
5
Cash
6
Sections 2.3.1
and 2.3.5
Westpac
Capital Notes
10 Terms
clause 8
Conversion
at Westpac's
option
22 September
2031,
22 December
2031, 22 March
2032, 22 June
2032 or if a
Tax Event or
Regulatory
Event occurs
NoYe s
7
Ordinary
Shares worth
approximately
$101.01
8
per
Note plus a
Distribution
5
A variable
number of
Ordinary
Shares
plus a cash
Distribution
5
Section 2.4
Westpac
Capital Notes
10 Terms
clauses 6 and
9
Scheduled
Conversion
22 June 2034NoYe s
7
Ordinary
Shares worth
approximately
$101.01
8
per
Note plus a
Distribution
5
A variable
number of
Ordinary
Shares
plus a cash
Distribution
5
Section 2.2
Westpac
Capital Notes
10 Terms
clauses 4 and
9
Conversion
upon an
Acquisition
Event
If an
Acquisition
Event occurs
NoYe s
7
Ordinary
Shares worth
approximately
$101.01
8
per
Note plus a
Distribution
5
A variable
number of
Ordinary
Shares
plus a cash
Distribution
5
Section 2.6
Westpac
Capital Notes
10 Terms
clauses
5.9 and 9

WESTPAC CAPITAL NOTES 10
12
1 INVESTMENT OVERVIEW
EventWhen?
Is APRA
approval
required?
Are there
other pre-
conditions to
the event?
What value
will a Holder
receive?
In what form
will that value
be provided to
Holders?
Where to
find further
information?
Conversion
upon a Capital
Trigger
Event or
Non-Viability
Trigger Event
If a Capital
Trigger
Event or
Non-Viability
Trigger Event
occurs
NoNoA variable
value,
depending on
the price of
the Ordinary
Shares at
the relevant
time and
the number
of Ordinary
Shares received
on Conversion.
However,
Holders may
(in the case
of a Capital
Trigger Event)
and are likely to
(in the case of
a Non-Viability
Trigger
Event) receive
significantly
less than
approximately
$101.01 for each
Note (based on
the Initial Face
Value of $100
per Note), and
the value may
be nothing if
Conversion
does not occur
for any reason
and Ordinary
Shares are
not issued for
any reason by
5.00pm on the
fifth Business
Day after
the Capital
Trigger Event
Conversion
Date or
Non-Viability
Trigger Event
Conversion
Date (as the
case may be).
9
A variable
number of
Ordinary
Shares up to
the Maximum
Conversion
Number.
However, if
Conversion
of the Notes
does not occur
for any reason
and Ordinary
Shares are
not issued for
any reason by
5.00pm on the
fifth Business
Day after
the Capital
Trigger Event
Conversion
Date or
Non-Viability
Trigger Event
Conversion
Date (as the
case may be),
then the rights
of Holders
attaching
to those
Notes will be
terminated
(written-off)
immediately
on the Capital
Trigger Event
Conversion
Date or
Non-Viability
Trigger Event
Conversion
Date (as the
case may be)
and Holders
will lose all
of the value
of their
investment in
those Notes
and they will
not receive any
compensation
or unpaid
Distributions.
Sections
2.5 and 6.1.3
to 6.1.5
Westpac
Capital Notes
10 Terms
clauses 5.1 to
5.8 and 9
Note:
9. Section 2.5 provides further detail on the circumstances in which Holders are likely to receive significantly less than $101.01 for each Note due
to a Capital Trigger Event or Non-Viability Trigger Event.

131234567813
APPENDIX
A
APPENDIX
B
Note:
10. This diagram and the descriptions are simplified and illustrative only, and do not include every type of security or obligation that may be
issued or entered into by Westpac, or every potential claim against Westpac in a Winding Up. Westpac will from time to time issue additional
securities or incur other obligations that rank ahead of, equally with, or subordinated to, the Notes. Further, some of the securities represented
in the diagram (for example Additional Tier 1 Capital securities) may be converted into Ordinary Shares, which will then rank equally with other
Ordinary Shares.
1.4 Ranking of Westpac Capital Notes 10 in a Winding Up
The table in this Section 1.4 illustrates how the Notes would rank upon a Winding Up, if they are on issue at that time.
It is likely that a Capital Trigger Event or Non-Viability Trigger Event would occur prior to a Winding Up and the Notes
would have been Converted into Ordinary Shares or otherwise had the rights attaching to them terminated immediately
on the Capital Trigger Event Conversion Date or Non-Viability Trigger Event Conversion Date (as the case may be) where
Conversion does not occur for any reason and Ordinary Shares are not issued for any reason by 5.00pm on the fifth
Business Day after the Capital Trigger Event Conversion Date or Non-Viability Trigger Event Conversion Date (as the
case may be).
Illustrative examples
10
Higher rankingPreferred and secured
debt
Liabilities in Australia in relation to protected accounts (generally, savings
accounts and term deposits) and other liabilities preferred by law
including employee entitlements and secured creditors
Unsubordinated
unsecured debt
Trade and general creditors, bonds, notes and debentures and other
unsubordinated unsecured debt obligations. This includes covered
bonds which are an unsecured claim on Westpac, though they are
secured over assets that form part of the Westpac Group
Subordinated
unsecured debt
Subordinated bonds, notes and debentures and other subordinated
unsecured debt obligations with a fixed maturity date
Additional Tier 1 Capital
securities
Westpac Capital Notes 10, Westpac Capital Notes 5, Westpac Capital
Notes 6, Westpac Capital Notes 7, Westpac Capital Notes 8, Westpac
Capital Notes 9 and Westpac USD AT1 Securities
Lower rankingOrdinary sharesOrdinary Shares
1.5 Key risks associated with an investment in Westpac Capital Notes 10 and Westpac
Before applying for any Notes, you should have regard to the Target Market Determination (see “Design and distribution
obligations”) and if you are a retail investor, obtain personal advice from a financial adviser to ensure that your
objectives, financial situation and needs have been considered in making your investment decision and that you are
within the Target Market. There are risks involved with investing in the Notes and in Westpac. Many of these risks are
outside the control of Westpac and the Westpac Directors. These risks include those in this Section 1.5 and Section 6 and
any other matters referred to in this Prospectus.
1.5.1 Key risks of the Westpac Capital Notes 10
TopicSummaryFurther information
Distributions may not
be paid
There is a risk that Distributions will not be paid. Distributions are
discretionary and are only payable subject to the satisfaction of
the Distribution Payment Conditions. For example, this includes the
Distribution not resulting in a breach of capital requirements and
APRA not otherwise objecting to the payment of the Distribution.
Distributions are non-cumulative. If a Distribution is not paid in
full because the Distribution Payment Conditions are not satisfied,
Holders are not entitled to receive the unpaid Distribution.
Sections 2.1.9 and 6.1.1

WESTPAC CAPITAL NOTES 10
14
1 INVESTMENT OVERVIEW
TopicSummaryFurther information
It is not certain
whether and when
the Westpac
Capital Notes 10
will be Converted,
Redeemed or
Transferred
Conversion may not occur on 22 June 2034, being the first possible
Scheduled Conversion Date, or at all if the Scheduled Conversion
Conditions are not satisfied.
Conversion, Redemption or Transfer may occur in certain
circumstances before the Scheduled Conversion Date, which may
be disadvantageous to Holders in light of market conditions or
your individual circumstances.
If Westpac elects to Redeem Notes, APRA’s prior written approval
is required. There can be no certainty that APRA will provide its
prior written approval.
Any regulatory or legislative change introduced following the
discussion paper titled "Discussion paper – Enhancing bank
resilience: Additional Tier 1 Capital in Australia" ("APRA Discussion
Paper"), may potentially give rise to a Regulatory Event, whereby
Westpac could elect to Convert, Redeem (subject to APRA’s prior
written approval) or Transfer the Notes – see Sections 2.3 and 2.4.
Holders have no right to request that their Notes be Converted,
Redeemed or Transferred. Unless their Notes are Converted,
Redeemed or Transferred, Holders would need to sell their
Notes on the ASX at the prevailing market price to realise their
investment. That price may be less than the Face Value (initially
$100 per Note) and there may be no liquid market in the Notes.
Sections 6.1.2, 6.1.14
to 6.1.17
Conversion or
termination of rights
on account of a
Capital Trigger Event
or a Non-Viability
Trigger Event
The value of Ordinary Shares received for each Note that is
Converted upon the occurrence of a Capital Trigger Event or Non-
Viability Trigger Event may (in the case of a Capital Trigger Event)
and is likely to (in the case of a Non-Viability Trigger Event) be
significantly less than approximately $101.01 for each Note (based
on the Initial Face Value of $100 per Note). This is because the
number of Ordinary Shares issued on Conversion is limited by
the Maximum Conversion Number, as required by APRA. The
Maximum Conversion Number applied on a Conversion of this
kind is based on an Ordinary Share price that reflects 20% of the
Ordinary Share price at the time of issue of the Notes.
If Conversion of Notes does not occur for any reason and Ordinary
Shares are not issued for any reason by 5.00pm on the fifth
Business Day after the Capital Trigger Event Conversion Date or
Non-Viability Trigger Event Conversion Date (as the case may
be) (including, for example, due to applicable law, order of a
court or action of any government authority, including regarding
the insolvency, Winding Up or other external administration of
Westpac, as a result of Westpac’s inability or failure to comply
with its obligations under the terms and conditions of the Notes in
relation to Conversion, or as a result of laws relating to Australian
foreign investment laws, Australian financial sector ownership
laws, Chapter 6 of the Corporations Act or operational delays
(for example, due to COVID-19 related restrictions on access to
facilities and systems of Westpac and/or its agents), then:
• those Notes will not be Converted in respect of such Capital
Trigger Event or Non-Viability Trigger Event (as the case may
be) and will not be Converted, Redeemed or Transferred on any
subsequent date; and
• all rights in relation to those Notes will be terminated (written-off)
immediately on the Capital Trigger Event Conversion Date or Non-
Viability Trigger Event Conversion Date (as the case may be), and
Holders will lose all of the value of their investment in those Notes
and they will not receive any compensation or unpaid Distributions.
Sections 2.5.4, 2.5.5,
2.5.6, 6.1.4, 6.1.5 and
6.1.11

151234567815
APPENDIX
A
APPENDIX
B
TopicSummaryFurther information
Westpac Capital
Notes 10 are not
deposit liabilities or
protected accounts
The Notes are not deposit liabilities or protected accounts of
Westpac in Australia for the purposes of the Banking Act or
Financial Claims Scheme and are not subject to the depositor
protection provisions of Australian banking legislation (including
the Australian Government guarantee of certain bank deposits).
Important Notices
and Section 6.1.6
Market price of the
Westpac Capital
Notes 10 may
fluctuate
The Notes may trade at a market price below Face Value (initially
$100 per Note).
Circumstances in which the market price of the Notes may
decline include general conditions, changes in government policy,
changes in regulatory policy, impacts of regulatory change
(including those raised in the APRA Discussion Paper), changes in
investor perception and sentiment in relation to Westpac, changes
in the market price of other securities issued by Westpac or other
issuers and the occurrence of or increase in the likelihood of the
occurrence of one or more Distributions not being paid, a Capital
Trigger Event or a Non-Viability Trigger Event.
Sections 6.1.1 and
6.1.7
Liquidity of the
Westpac Capital
Notes 10 may be low
The market for the Notes will likely be less liquid than the market
for Ordinary Shares.
Potential regulatory or legislative changes (such as those raised
in the APRA Discussion Paper) may affect the liquidity of funding
instruments (including Additional Tier 1 Capital securities such
as the Notes) if they lead to a change in the investor base or
a material reduction in future issuance volumes, reinvestment
opportunities or secondary market trading activity.
Holders who wish to sell their Notes may be unable to do so at
an acceptable price, or at all, if insufficient liquidity exists in the
market for the Notes.
Section 6.1.8
Changes in the
Distribution Rate
The Distribution Rate will fluctuate (and may increase and/or
decrease) over time with movements in the 3 month BBSW Rate.
It is possible for the 3 month BBSW Rate to become negative.
Should this occur, the negative amount will be taken into account
in calculating the Distribution Rate (but there is no obligation on
Holders to pay Westpac if the Distribution Rate becomes negative
and there would be no Distribution in those circumstances).
There is a risk that the Distribution Rate may become less
attractive compared to returns available on comparable securities
or investments.
Sections 2.1.2 and
6.1.9
Use of franking
credits
The value and availability of franking credits to a Holder will depend
on that Holder’s particular circumstances and the Australian Tax Rules.
Sections 2.1.6, 6.1.10
and 7.3.1
Credit ratings Any credit rating assigned to the Notes or other Westpac
securities could be reviewed, suspended, withdrawn or
downgraded by credit rating agencies, or credit rating agencies
could change their rating methodology, at any time which could
adversely affect the market price and liquidity of the Notes and
other Westpac securities.
Section 6.1.12
The price used to
calculate the number
of Ordinary Shares
to be issued on
Conversion may not
be the market price
The Ordinary Share price used to calculate the number of
Ordinary Shares to be issued on Conversion may be different to
the market price of Ordinary Shares at the time of Conversion
because the price used in the calculation is based on the VWAP
during the relevant period prior to the Conversion Date.
The value of Ordinary Shares that Holders receive based on the
calculation may therefore be less than the value of those Ordinary
Shares based on the market price on the Conversion Date.
Section 6.1.13

WESTPAC CAPITAL NOTES 10
16
1 INVESTMENT OVERVIEW
TopicSummaryFurther information
No fixed maturity
date
As the Notes are perpetual instruments and have no fixed
maturity date, there is a risk the Notes could remain on issue
indefinitely and Holders may not be repaid their investment.
Section 6.1.19
Ranking of the
Westpac Capital
Notes 10
In the event of a Winding Up, if the Notes are still on issue and
have not been Redeemed or Converted, they will rank ahead of
Ordinary Shares, equally among themselves and with all Equal
Ranking Capital Securities and behind Senior Creditors (including
depositors and holders of Westpac’s senior or less subordinated
debt). This means that if there is a shortfall of funds on a Winding
Up to pay all amounts ranking senior to, and equally with, the
Notes, Holders will lose all or some of their investment.
However, it is likely that a Capital Trigger Event or Non-Viability
Trigger Event would occur prior to a Winding Up and the Notes
would have been Converted into Ordinary Shares, in which case
Holders will hold Ordinary Shares and rank equally with other
holders of Ordinary Shares in a Winding Up. If Conversion does
not occur for any reason following a Capital Trigger Event or
Non-Viability Trigger Event and Ordinary Shares are not issued for
any reason by 5.00pm 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 attaching to
those Notes will be terminated (written-off) on the Capital Trigger
Event Conversion Date or Non-Viability Trigger Event Conversion
Date (as the case may be), and Holders will lose all of the value
of their investment in those Notes and they will not receive any
compensation or unpaid Distributions, those Notes will have no
ranking in a Winding Up and Holders are likely to be worse off
than holders of Ordinary Shares.
Sections 1.4, 2.7,
6.1.5, 6.1.11, 6.1.25 and
6.1.26
Changes in
regulatory capital
requirements
Any fall in Westpac’s Common Equity Tier 1 Capital Ratio as
a result of future changes to regulatory capital requirements
(including potential changes to the Prudential Standards pursuant
to an Additional Tier 1 Capital consultation process expected to be
undertaken by APRA in 2024, as stated in the APRA Discussion
Paper) may adversely impact the market price of the Notes or
potentially increase the chance at a later date that Conversion
takes place due to the occurrence of a Capital Trigger Event or
Non-Viability Trigger Event.
Sections 5.2 and
6.1.16
Future issues
of securities by
Westpac
Westpac may issue further securities which rank equally with or
ahead of the Notes.
Section 6.1.25
Terms may be
amended
In certain circumstances as set out in the Westpac Capital Notes
10 Terms, Westpac may, with APRA’s prior written approval where
required and subject to compliance with applicable laws, amend
the Westpac Capital Notes 10 Terms without the approval of
Holders.
Section 6.1.27

171234567817
APPENDIX
A
APPENDIX
B
1.5.2 Key risks associated with Westpac and the Westpac Group
TopicSummaryFurther information
Information security,
including cyber
attacks
The Westpac Group (and its external service providers) is subject
to information security risks, such as cyberattacks, espionage and/
or errors happening at an unprecedented pace, scale and reach.
Section 6.2.1
Legal or regulatory
change and
compliance
Westpac could be adversely affected by changes in laws,
regulations or regulatory policy, by failing to comply with laws,
regulations or regulatory policy, or by other regulatory action
(including as a result of reviews and inquiries commissioned by
governments or regulators).
Sections 6.2.2 and
6.2.3
Ineffective risk
management
Westpac’s risk management framework has not always been, or
may not in the future prove to be, effective.
Section 6.2.4
Geopolitical risks,
environmental,
social, climate
change or other
sustainability factors
or external events
Westpac could be adversely affected by geopolitical risks,
environmental, social, climate change or other sustainability
factors or external events.
Sections 6.2.6 and
6.2.7
Financial Crime
Obligations
The Westpac Group is subject to anti-money laundering and
counter-terrorism financing laws, anti-bribery and corruption laws,
economic and trade sanctions laws and tax transparency laws
in the jurisdictions in which it operates. As a result, regulatory,
operational and compliance risks are heightened.
Section 6.2.8
Availability and cost
of funding
Adverse funding market conditions or depositor preferences, or
failure to maintain Westpac’s credit ratings, may adversely affect
the availability and cost of Westpac’s funding.
Sections 6.2.11 and
6.2.16
Market and economic
conditions, asset
values and credit
losses
Market and economic disruptions (particularly in Australia and
New Zealand) and declines in asset values may cause demand for
Westpac's products and services to decline and Westpac to incur
higher credit losses on lending and counterparty exposures.
Sections 6.2.13 and
6.2.14
Financial market
volatility
Westpac could be adversely affected by disruptions to global
financial markets or other financial market volatility.
Section 6.2.19
Other risksWestpac could be adversely affected by other events such as
technology failures, reputational damage, technology failures,
litigation, inadequate capital levels under stressed conditions,
sovereign risk, failure to maintain credit ratings, changes in
competition, operational failures (including fraudulent conduct),
poor data quality or other risks.
Sections 6.2.5, 6.2.9,
6.2.10, 6.2.12, 6.2.15,
6.2.17, 6.2.20 to
6.2.24
1.6 Comparison of the Westpac Capital Notes 10 with certain other Westpac investments or
products
TopicSummaryFurther information
Differences between
term deposits,
Westpac Capital
Notes 9, Westpac
Capital Notes 10 and
Ordinary Shares
There are differences between term deposits, Westpac Capital
Notes 9, Westpac Capital Notes 10 and Ordinary Shares. You should
consider these differences in light of your investment objectives,
financial situation and particular needs (including financial and taxation
considerations) before deciding to invest in the Notes.
Please refer to the table in Section 3.4 setting out the key differences
between Westpac Capital Notes 6 (which is the subject of the
Reinvestment Offer) and Westpac Capital Notes 10.
See table in this
Section 1.6
Section 3.4

WESTPAC CAPITAL NOTES 10
18
1 INVESTMENT OVERVIEW
Westpac Term
Deposit
Westpac Capital
Notes 9
Westpac Capital
Notes 10Ordinary Shares
ASX codeNot quoted on the
ASX
WBCPLWBCPM
11
WBC
Legal formDepositUnsecured subordinated debt obligationOrdinary share
Protection under
the Banking Act or
Financial Claims
Scheme
Ye s
12
No
TermSeven days to 60
months
Perpetual (no
fixed maturity
date) with the first
possible scheduled
conversion date on
22 June 2031
13

Perpetual (no
fixed maturity
date) with the first
possible Scheduled
Conversion Date in
approximately 10.5
years
14
after its Issue
Date
Perpetual (no fixed
maturity date)
Distribution/interest
/dividend rate
Fixed
15
Floating, calculated
as the (3 month
BBSW rate + margin)
× (1 – tax rate)
Floating, calculated
as the (3 month
BBSW Rate + Margin)
× (1 – Tax Rate)
Variable dividends
as determined by
Westpac
MarginN/A 3.40% per annumThe Margin is
expected to be in
the range of 3.10% to
3.30% per annum and
will be determined
at the end of the
Bookbuild
N /A
Distribution/interest
/dividend payment
frequency
Either at specific
intervals, at maturity
or at early closure by
the customer
Quarterly (subject to Westpac's absolute
discretion and distribution payment
conditions)
Semi-annually
(if determined)
Are there conditions
to payment of
distributions/
interest/dividend
payments?
No, subject to
applicable laws
15
Yes, subject to
Westpac's absolute
discretion and
distribution payment
conditions
Yes, subject to
Westpac's absolute
discretion and
Distribution Payment
Conditions (see
Section 2.1.9)
Yes, subject to
Westpac's absolute
discretion and
applicable laws and
regulations
Interest/
distribution/
dividend payments
restriction
if interest/
distribution/
dividend not paid
N /AYes, applies to
Ordinary Shares until
the next quarterly
distribution payment
date on which a
distribution is paid
in full
Yes, applies to
Ordinary Shares until
the next quarterly
Distribution Payment
Date
16
on which a
Distribution is paid
in full
No
Note:
11. Westpac will apply for Westpac Capital Notes 10 to be quoted on the ASX and they are expected to trade on the ASX under the code WBCPM.
Following quotation, the Westpac Capital Notes 10 may be purchased or sold on the ASX by investors at the prevailing market price. However, the
Westpac Capital Notes 10 may trade at a market price above or below their Face Value of $100 per Note.
12. Customers may be entitled to payment under the Financial Claims Scheme for deposits up to an amount per account holder per ADI of $250,000.
13. Subject to possible early redemption (with APRA’s prior written approval), conversion or transfer in certain circumstances.
14. Subject to possible early Redemption (with APRA’s prior written approval), Conversion or Transfer in certain circumstances.
15. Interest rate adjustments may apply if a customer withdraws an amount before the end of the term of the Westpac Term Deposit. Customers
must usually give 31 days’ notice to close the Westpac Term Deposit during its term.
16. These restrictions would not apply where the reason a Distribution was not paid was because the Distribution Rate was zero or negative (see
Section 2.1.3).

191234567819
APPENDIX
A
APPENDIX
B
Westpac Term
Deposit
Westpac Capital
Notes 9
Westpac Capital
Notes 10Ordinary Shares
Franking of interest/
distribution/
dividend
N /AFrankable and grossed-up for an unfranked
portion
Frankable
Transferable by
holder
NoYes, quoted on the
ASX
Yes, quoted on the
ASX
17
Yes, quoted on the
ASX
Investor's ability to
withdraw or redeem
Yes, by closing the
deposit
18
No
Redemption at
issuer's option
(subject to APRA
approval and certain
other conditions)
NoYes, on 22
September 2028,
22 December 2028,
22 March 2029 or
22 June 2029, and
in certain specified
circumstances
Yes, on
22 September 2031,
22 December 2031,
22 March 2032 or
22 June 2032, and
in certain specified
circumstances (see
Section 2.3)
No
Transfer to
nominated party at
issuer's option
NoYes, on 22
September 2028,
22 December 2028,
22 March 2029 or
22 June 2029, and
in certain specified
circumstances
Yes, on
22 September 2031,
22 December 2031,
22 March 2032 or
22 June 2032, and
in certain specified
circumstances (see
Section 2.3)
No
Conversion to
Ordinary Shares
at issuer’s option
(subject to certain
conditions)
NoYes, on 22
September 2028,
22 December 2028,
22 March 2029 or
22 June 2029, and
in certain specified
circumstances
Yes, on
22 September 2031,
22 December 2031,
22 March 2032 or
22 June 2032, and
in certain specified
circumstances (see
Section 2.4)
N /A
Potential Conversion
to Ordinary Shares
(other than on a
Capital Trigger
Event or Non-
Viability Trigger
Event)
NoYes, scheduled
conversion on 22
June 2031 (subject
to the satisfaction
of the scheduled
conversion
conditions), and in
certain specified
circumstances
Yes, Scheduled
Conversion on
22 June 2034
(subject to the
satisfaction of
the Scheduled
Conversion
Conditions), and in
certain specified
circumstances (see
Section 2.2.2 and
2.6)
N /A
Note:
17. Westpac will apply for Westpac Capital Notes 10 to be quoted on the ASX and they are expected to trade on the ASX under the code WBCPM.
Following quotation, the Notes may be purchased or sold on the ASX by investors at the prevailing market price. However, the Notes may
trade at a market price above or below their Face Value of $100 per Note.
18. For Westpac Term Deposits, customers must usually give 31 days’ notice to close the Westpac Term Deposit during its term.

WESTPAC CAPITAL NOTES 10
20
1 INVESTMENT OVERVIEW
Westpac Term
Deposit
Westpac Capital
Notes 9
Westpac Capital
Notes 10Ordinary Shares
Conversion to
Ordinary Shares on
a Capital Trigger
Event or Non-
Viability Trigger
Event
NoYes, following a Capital Trigger Event or Non-
Viability Trigger Event
If a Capital Trigger Event or Non-Viability
Trigger Event occurs and conversion of the
notes does not occur for any reason and
Ordinary Shares are not issued for any reason
by 5.00pm on the fifth business day after
the Capital Trigger Event Conversion Date
or Non-Viability Trigger Event Conversion
Date (as the case may be), then all rights in
relation to those notes will be terminated
(written-off) immediately on the Capital
Trigger Event Conversion Date or Non-
Viability Trigger Event Conversion Date (as
the case may be) and holders will lose all of
the value of their investment in those notes
and they will not receive any compensation
or unpaid distributions
In the event of Conversion following a Capital
Trigger Event or Non-Viability Trigger Event
the Maximum Conversion Number may limit
the number of Ordinary Shares to be issued
and Holders are likely to suffer a loss in such
circumstances
See Section 2.5 for more information in
relation to the conversion of Westpac Capital
Notes 10 on a Capital Trigger Event or Non-
Viability Trigger Event
N /A
RankingSee Sections 1.4, 2.7, 6.1.11, 6.1.25 and 6.1.26

211234567821
APPENDIX
A
APPENDIX
B
1.7 Structure of the Offer and how to apply for Westpac Capital Notes 10
TopicSummaryFurther information
1.7.1 Offer
structure
The Offer consists of:
• a Reinvestment Offer – to clients of Syndicate Brokers, and
Institutional Investors, who are Eligible Westpac Capital Notes 6
Holders wishing to reinvest some or all of their Westpac Capital
Notes 6 in Westpac Capital Notes 10; and
• a New Money Offer – to eligible clients of the Syndicate
Brokers, and Institutional Investors, wishing to make a new
investment in Notes.
There is no direct offer for Westpac securityholders or general
public offer.
“Design and
distribution
obligations”,
Sections 3 and 4
1.7.2 Who may
apply
Applications (under both the Reinvestment Offer and New Money
Offer) will only be accepted from investors who satisfy the
eligibility requirements in accordance with the TMD, which are
outlined in “Design and distribution obligations” and Section 4.2.
If you are a retail investor, you should note that, in order to be
eligible to apply for Notes (under either the Reinvestment Offer
or the New Money Offer), you must be within the Target Market
and have received personal advice from a financial adviser to
acquire Notes.
The Target Market is described in the TMD and comprises retail
investors who:
• are seeking to acquire an investment product with the ability to
generate income;
• are not seeking capital growth;
• are able to bear the risks associated with an investment in the
Notes (in particular, the potential non-payment of Distributions,
the lack of certainty as to timeframe for repayment of the
capital invested and the potential loss of some or all of the
capital invested in the Notes);
• are seeking to invest for the long term and do not require
certainty as to repayment of their capital invested within a
specific timeframe or at all; and
• are seeking to have the ability to sell the Notes on market at
the prevailing market price (noting there may not be a liquid
market for the Notes and investors who wish to sell their Notes
on market may be unable to do so at an acceptable price, or at
all).
Westpac reserves the right to accept Applications from any
person at its discretion.
“Design and
distribution
obligations”,
Sections 3 and 4
Target Market
Determination (or
TMD), available at
westpac.com.au/
westpaccapnotes10

WESTPAC CAPITAL NOTES 10
22
1 INVESTMENT OVERVIEW
TopicSummaryFurther information
1.7.3 How to applyApplications under the Offer can only be made by eligible investors
who received an Allocation of Notes from a Syndicate Broker under
the Bookbuild. All Applications (both for the Reinvestment Offer
and the New Money Offer) must be submitted through a Syndicate
Broker.
A list of the appointed Joint Lead Managers and Co-Managers who
are Syndicate Brokers to the Offer can be found on the front cover
and in the Corporate Directory of this Prospectus.
You should contact your Syndicate Broker as soon as possible during
the Exposure Period to express an interest in applying for Notes
or to obtain more information on whether you satisfy the eligibility
requirements. Westpac will not process any Applications during the
Exposure Period. Your Syndicate Broker can also assist you with how
to apply once the Offer opens.
No Applications (including from Eligible Westpac Capital Notes 6
Holders) can be made directly to Westpac.
For information on how to apply for the Notes, see Section 4.
“Design and
distribution
obligations” and
Section 4
1.7.4 Minimum
Application
amount
Applications must be for a minimum of 50 Notes ($5,000).
If your Application is for more than 50 Notes, you must apply in
multiples of 10 Notes ($1,000) thereafter.
If you are an Eligible Westpac Capital Notes 6 Holder, you may
apply to reinvest all or some of your Westpac Capital Notes 6 in
Westpac Capital Notes 10 under the Reinvestment Offer. However,
if you wish to participate in the Reinvestment Offer and:
• you own 50 Westpac Capital Notes 6 or fewer, you must apply
to reinvest all your Westpac Capital Notes 6; or
• you own more than 50 Westpac Capital Notes 6, you must
apply to reinvest a minimum of 50 Westpac Capital Notes 6
($5,000).
If you apply to reinvest all your Westpac Capital Notes 6, you
may also apply for additional Westpac Capital Notes 10 under
the New Money Offer. Your Application for additional Westpac
Capital Notes 10 must be for a minimum of 50 additional Westpac
Capital Notes 10 ($5,000), and in multiples of 10 Westpac Capital
Notes 10 ($1,000) thereafter (over and above your Application for
reinvestment).
Section 4
1.7.5 Allocations
and scaling
There is no guaranteed Allocation under the Offer, but Westpac
will endeavour to give priority to Applications received under the
Reinvestment Offer. This priority will not extend to Applications
for additional Westpac Capital Notes 10 by Eligible Westpac
Capital Notes 6 Holders under the New Money Offer.
Allocations to the Joint Lead Managers will be determined by
Westpac in consultation with the Joint Lead Managers under the
Bookbuild. Those Allocations to the Joint Lead Managers may be
increased having regard to demand under the Reinvestment Offer.
Allocations to Applicants under the New Money Offer by a
Syndicate Broker are at the discretion of that Syndicate Broker.
It is possible for Applications under the New Money Offer
to be scaled back by a Syndicate Broker. Westpac takes no
responsibility for any Allocation, scale back or rejection that is
decided by a Syndicate Broker.
Allocations to Institutional Investors will be determined by
Westpac under the Bookbuild.
Section 4

INFORMATION ABOUT
WESTPAC CAPITAL
NOTES 10
1234567823
APPENDIX
A
APPENDIX
B
CAUTION – Westpac Capital Notes 10 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.
SECTION 2
This Section sets out:
2.1 Distributions
2.2 Conversion on the Scheduled Conversion Date
2.3 Optional Redemption and optional Transfer
2.4 Optional Conversion
2.5 Automatic Conversion – Capital Trigger Event and Non-Viability Trigger Event
2.6 Automatic Conversion – Acquisition Event
2.7 Ranking of the Westpac Capital Notes 10 in a Winding Up
2.8 Other key features of the Westpac Capital Notes 10

WESTPAC CAPITAL NOTES 10
24
2. INFORMATION ABOUT WESTPAC CAPITAL NOTES 10
Note:
1. The calculation of the Distribution Rate will be rounded to four decimal places. The Distribution Rate in this Section 2.1.2 is for illustrative
purposes only and does not indicate the actual Distribution Rate. It is not a guarantee or forecast of the actual Distribution Rate that may be
achieved. The actual Distribution Rate may be higher or lower than this and may vary each Distribution Period depending on the applicable 3
month BBSW Rate, the Margin and the Tax Rate.
The following is an overview of the key terms of Westpac Capital Notes 10. The information in this Section is a summary
only and does not contain the full terms and conditions of Westpac Capital Notes 10. It is important that you read this
Prospectus, the Westpac Capital Notes 10 Terms, the Notes Deed Poll, Westpac’s Constitution and the TMD in full before
deciding to invest in Westpac Capital Notes 10. If you have any questions, you should seek advice from your Syndicate
Broker, financial adviser or other professional adviser.
The full Westpac Capital Notes 10 Terms are contained in Appendix B. Rights and liabilities attaching to Westpac Capital
Notes 10 may also arise under the Corporations Act, the ASX Listing Rules and other applicable laws.
2.1 Distributions
TopicSummary
Further
information
2.1.1 Distributions
on Westpac
Capital
Notes 10
Distributions on Notes are calculated based on the Distribution Rate
and are expected to be paid quarterly in arrear.
Distributions are discretionary, non-cumulative and only payable
subject to the satisfaction of the Distribution Payment Conditions.
Distributions are expected to be fully franked and accordingly Holders
are expected to receive cash Distributions and franking credits.
Westpac
Capital
Notes 10
Terms
|clause 3
2.1.2 Distribution
Rate
The Distribution Rate is a floating rate and will generally be set on the
first Business Day of each Distribution Period using the following formula:
Distribution Rate = (3 month BBSW Rate + Margin)
x (1 – Tax Rate)
3 month
BBSW
Rate
The 3 month BBSW Rate on the first Business Day of the
Distribution Period (except for the first Distribution Period,
where the 3 month BBSW Rate will be determined on the
Issue Date)
MarginThe Margin is expected to be in the range of 3.10% to
3.30% per annum. The Margin will be determined at
the end of the Bookbuild and will not change after that
determination is made
Tax RateThe Australian corporate tax rate applicable to the
franking account of Westpac at the relevant Distribution
Payment Date expressed as a decimal. At the date of this
Prospectus, the relevant Tax Rate is 30% or, expressed as a
decimal in the formula, 0.30 (but that rate may change)
As an example, assuming a Margin of 3.10% per annum, if the 3 month
BBSW Rate on the Issue Date is the same as on 14 November 2023 and
assuming that the Distribution will be fully franked, the Distribution
Rate for that Distribution Period would be calculated as follows
1
:
3 month BBSW Rate at 14 November 20234.4116% per annum
Plus the assumed Margin+ 3.1000% per annum
Equivalent unfranked Distribution Rate
Multiplied by (1 – Tax Rate)
7.5116% per annum
x 0.70
Distribution Rate5.2581% per annum
Westpac
Capital
Notes 10
Terms
clause 3.1

1234567825
APPENDIX
A
APPENDIX
B
TopicSummary
Further
information
2.1.3 Calculation of
Distributions
Distributions will be calculated as follows:
Distribution =Distribution Rate x Face Value x N /365
Distribution RateSee Section 2.1.2
Face ValueInitially $100 per Note
NThe number of days in the Distribution Period
Distribution PeriodThe period from (but excluding) the Issue
Date in the case of the first Distribution
Period, or otherwise from (but excluding)
each Distribution Payment Date, to (and
including) the next Distribution Payment Date
Distribution Payment
Date
See Section 2.1.7
As an example, if the Distribution was fully franked and the Distribution
Rate was 5.2581% per annum as calculated in Section 2.1.2, then the
cash amount of the Distribution on each Note for the Distribution
Period (if the Distribution Period was 90 days) would be calculated as
follows
2,3
:
Distribution Rate5.2581% per annum
Multiplied by the Face Valuex $100
Multiplied by the number of days in the
Distribution Period (N)
x 90
Divided by÷ 365
Cash amount of Distribution$1.2965
Franking credits
4
attached to the cash
amount of the Distribution
$0.5556
It is possible for the 3 month BBSW Rate to become negative. Should
this occur, the negative amount will be taken into account in calculating
the Distribution Rate.
As an example, if the Margin is 3.1000% per annum, the 3 month BBSW
Rate is -1.0000% per annum and assuming that the Distribution will be
fully franked, the Distribution Rate for that Distribution Period would be
calculated as follows
5
:
3 month BBSW Rate -1.0000% per annum
Plus the assumed Margin+ 3.1000% per annum
Equivalent unfranked Distribution Rate
Multiplied by (1 – Tax Rate)
2.1000% per annum
x 0.70
Distribution Rate1.4700% per annum
However, even if the Distribution Rate was negative because the
combination of a negative 3 month BBSW Rate and the Margin
produced a negative number, there would be no obligation on
Holders to pay Westpac and there would be no distribution in
those circumstances.
Westpac
Capital
Notes 10
Terms
clause 3.1
Note:
2. Distribution Periods will generally have 90-92 days in them. The number of days in the first Distribution Period will be 95 days and is longer
than a normal Distribution Period.
3. All calculations of payments will be rounded to four decimal places. For the purposes of making any payment in respect of a Holder’s
aggregate holding of Notes, any fraction of a cent will be rounded to the nearest one Australian cent (with one half of an Australian cent being
rounded up to one Australian cent). The Distribution Rate on which this calculation is based, and the Distribution, are for illustrative purposes
only and do not indicate the actual Distribution Rate or Distribution. It is not a guarantee or forecast of the actual Distribution that may be
obtained. Past performance is not a reliable indicator of future performance.
4. See Section 2.1.6 in relation to the use of franking credits by Holders.
5. The calculation of the Distribution Rate will be rounded to four decimal places. The Distribution Rate in this Section 2.1.3 is for illustrative
purposes only and does not indicate the actual Distribution Rate. It is not a guarantee or forecast of the actual Distribution Rate that may be
achieved. The actual Distribution Rate may be higher or lower than this and may vary each Distribution Period depending on the applicable 3
month BBSW Rate, the Margin and the Tax Rate.

WESTPAC CAPITAL NOTES 10
26
2. INFORMATION ABOUT WESTPAC CAPITAL NOTES 10
TopicSummary
Further
information
2.1.4 3 month
BBSW Rate
The 3 month BBSW Rate is a key benchmark interest rate for the
Australian money market and is administered by ASX Benchmarks Pty
Ltd (a subsidiary of the ASX). It is the primary short-term interest rate
benchmark used in the financial markets for the pricing and valuation
of Australian dollar securities and as a lending reference rate. This rate
changes to reflect the supply and demand within the cash and currency
markets.
The movements in the 3 month BBSW Rate over the last 10 years are set
out in the graph in this Section 2.1.4
6
. The rate on 14 November 2023 was
4.4116% per annum.
3 month BBSW Rate (% per annum)
Nov-2013Nov-2015Nov-2017Nov-2019Nov-2021Nov-2023
0.00%
1.00%
2.00%
3.00%
4.00%
5.00%
If Westpac determines that a “BBSW Rate Disruption Event” has
occurred, Westpac may select an Alternative BBSW Rate and make
other related changes to the Westpac Capital Notes 10 Terms (subject,
in each case, to APRA’s prior written approval, which may or may not
be given).
Broadly, a “BBSW Rate Disruption Event” occurs where the 3 month BBSW
Rate has been discontinued or is no longer generally accepted in the
Australian market for securities such as Westpac Capital Notes 10.
Westpac is required to act in good faith and in a commercially
reasonable manner in selecting an Alternative BBSW Rate, and may
consult with sources of market practice that it considers appropriate,
but may otherwise exercise its discretion.
Westpac
Capital
Notes 10
Terms
clause 3.1
2.1.5 Franking of
Distributions
Westpac expects, but does not guarantee, that Distributions will be
fully franked.
If a Distribution is not fully franked then the amount of the cash
Distribution entitlement would be increased to compensate for
the unfranked amount. The formula for determining the adjusted
Distribution is:
Adjusted
Distribution =
Distribution
1 – [Tax Rate x (1 – Franking Rate)]
DistributionThe Distribution entitlement on that Distribution
Payment Date as calculated under clause 3.1
of the Westpac Capital Notes 10 Terms – see
Section 2.1.3
Tax RateSee Section 2.1.2
Franking RateThe percentage of the Distribution that would
carry franking credits
If there is a change in the Tax Rate, the Distribution Rate will change
accordingly. For example, if the Tax Rate decreases, the cash amount of
any Distribution that Westpac may pay would increase and the franking
credits attached to that Distribution would decrease.
Section 2.1.6
Westpac
Capital
Notes 10
Terms clauses
3.1 and 3.2
Note:
6. This graph is for illustrative purposes only and does not indicate, guarantee or forecast the actual 3 month BBSW Rate. Past levels are not
necessarily indicative of future levels. The actual 3 month BBSW Rate for the first and any subsequent Distribution Period may be higher or
lower than the rates in the graph in this Section 2.1.4. Source: IRESS.

1234567827
APPENDIX
A
APPENDIX
B
TopicSummary
Further
information
2.1.6 Franking
credits in
respect of
Distributions
It is expected (but not guaranteed) that Holders will receive franking
credits in respect of Distributions (other than where a Holder’s lack of
entitlement to franking credits is a result of an act by, or circumstance
affecting, the Holder). The franking credits represent each Holder’s share
of tax paid by Westpac on the profits from which the cash Distribution is
paid.
Impact of franking credits
If the Distribution is fully franked, the potential value of the franking
credits attached to a Distribution at the Distribution Rate of 5.2581% per
annum in the example in Section 2.1.2 would be 2.2535% per annum. If
that potential value is taken into account in full, the combined value of
those franking credits and the cash Distribution would be equivalent to an
unfranked Distribution Rate of approximately 7.5116% per annum. However,
you should be aware that the potential value of the franking credits does
not accrue to you at the same time as you receive the cash Distribution
and you may not be able to obtain full value for these depending on your
circumstances (see below for more information).
Use of franking credits by Holders
Australian resident Holders may be entitled to use franking credits to
offset their tax liability and Australian resident Holders that are individuals
or complying superannuation entities may be entitled to a refund of
excess franking credits, to the extent that the franking credits exceed their
tax liability.
You should be aware that your ability to use the franking credits, either as
an offset to your tax liability or by claiming a refund after the end of the
year of income, will depend on your individual tax position.
Investors should refer to the Australian tax summary in Section 7 and
should seek professional advice in relation to their tax position. Investors
should also monitor any potential changes to government policy relating
to franking credits on an ongoing basis.
Sections 6.1.10
and 7
2.1.7 Distribution
Payment
Dates
Distributions are payable quarterly in arrear on the Distribution Payment
Dates, subject to satisfaction of the Distribution Payment Conditions.
The Distribution Payment Dates are:
• 22 March, 22 June, 22 September and 22 December of each year
commencing on 22 March 2024, until the Notes are Converted at
their full Face Value (or terminated following a failure to Convert) or
Redeemed; and
• the Conversion Date (other than a Capital Trigger Event Conversion Date
or Non-Viability Trigger Event Conversion Date), Redemption Date or
Transfer Date, if those dates are not 22 March, 22 June, 22 September or
22 December.
If a Distribution Payment Date is not a Business Day, then the Distribution
will be paid on the next Business Day (without any interest in respect of the
delay).
The first Distribution Period runs from (but excludes) the Issue Date
to (and includes) 22 March 2024. Thereafter, each Distribution Period
runs from (but excludes) the previous Distribution Payment Date to
(and includes) the next Distribution Payment Date. You should note
that the first Distribution Period is a longer period of 95 days and other
Distribution Periods will otherwise generally be 90 to 92 days.
The Distribution Rate for the first Distribution Period will be determined on
the Issue Date.
After the first Distribution Period, the Distribution Rate will be determined
on the first Business Day of each Distribution Period.
Distributions will be paid to persons who are Holders on the Record Date in
respect of the Distribution.
Westpac
Capital
Notes 10
Terms clauses
3.1, 3.5, 3.6
and 11.1(b)

WESTPAC CAPITAL NOTES 10
28
2. INFORMATION ABOUT WESTPAC CAPITAL NOTES 10
TopicSummary
Further
information
2.1.8 Method of
payment of
Distributions
Distributions will be paid in Australian dollars. Westpac will only pay
Distributions directly into an Australian dollar account of a financial
institution. Westpac reserves the right to vary the way in which any
Distribution is paid in accordance with the Westpac Capital Notes 10
Terms (provided that Distributions are always paid in cash).
Section 4.5.1
Westpac
Capital
Notes 10
Terms
clause 11
2.1.9 Distribution
Payment
Conditions
Distributions are only payable subject to satisfaction of the Distribution
Payment Conditions, being:
• Westpac’s absolute discretion;
• the payment of the Distribution not resulting in a breach of
Westpac’s capital requirements (on a Level 1 basis) or of the Westpac
Group’s capital requirements (on a Level 2 basis) under the then
current Prudential Standards at the time of the payment;
• the payment of the Distribution not resulting in Westpac becoming,
or being likely to become, insolvent; and
• APRA not otherwise objecting to the payment.
Distributions will also be subject to the Corporations Act and any other
law regulating the payment of Distributions.
Section 6.1.1
Westpac
Capital
Notes 10
Terms
clause 3.3
2.1.10 Consequence
if a
Distribution is
not paid in full
Payments of Distributions are within the absolute discretion of Westpac
and are non-cumulative. If a Distribution is not paid in full because the
Distribution Payment Conditions are not satisfied or because of any
other reason, Holders will not be entitled to receive the unpaid portion
of that Distribution. No interest accrues on any unpaid Distributions
and Westpac has no liability to the Holder and the Holder has no claim
in respect of such non-payment. Non-payment of a Distribution will
not be an event of default
7
and Holders have no right to apply for a
Winding Up on the grounds of Westpac’s failure to pay a Distribution.
Westpac
Capital
Notes 10
Terms
clause 3.4
2.1.11 Dividend
and capital
restrictions
may apply to
Westpac if a
Distribution is
not paid
If for any reason a Distribution has not been paid in full for a relevant
Distribution Payment Date, Westpac must not (except in certain limited
circumstances):
• determine or pay any Dividends; or
• undertake any discretionary Buy Back or Capital Reduction,
unless and until:
• the amount of the unpaid Distribution is paid in full within 20
Business Days of the relevant Distribution Payment Date;
• all Notes are Converted at their full Face Value, Redeemed or
terminated following a failure to Convert;
• a Distribution for any subsequent Distribution Period is paid in full on
the relevant Distribution Payment Date; or
• a Special Resolution has been passed approving such action.
These restrictions would not apply where the reason a Distribution was
not paid was because the Distribution Rate was zero or negative (see
Section 2.1.3).
Westpac
Capital
Notes 10
Terms
clauses
3.7 and 3.8
Note:
7. The Westpac Capital Notes 10 Terms do not include any events of default.

1234567829
APPENDIX
A
APPENDIX
B
2.2 Conversion on the Scheduled Conversion Date
TopicSummary
Further
information
2.2.1 Meaning of
Conversion
Conversion means the conversion of the Notes into a variable number
of Ordinary Shares in accordance with the formula contained in clause
9.1 of the Westpac Capital Notes 10 Terms.
On Conversion of a Note on the Scheduled Conversion Date, the
Holder’s rights in relation to that Note will be immediately and
irrevocably terminated and Westpac will apply the Face Value of each
Note by way of payment for the subscription for the Ordinary Shares.
The Ordinary Shares issued will have the same rights as other Ordinary
Shares on issue at the relevant time.
Westpac
Capital
Notes 10
Terms
clause 9.1
2.2.2 Scheduled
Conversion
Date
The Notes do not have a maturity date but have a Scheduled
Conversion Date. Conversion is scheduled to occur on the Scheduled
Conversion Date, which will be the earlier of:
• 22 June 2034; and
• the first Distribution Payment Date after 22 June 2034,
on which the Scheduled Conversion Conditions are satisfied.
Westpac
Capital
Notes 10
Terms
clause 4.1
2.2.3 Scheduled
Conversion
Conditions
The Scheduled Conversion Conditions in relation to a potential
Scheduled Conversion Date are satisfied where:
• First Scheduled Conversion Condition: the VWAP of Ordinary Shares
on the 25th Business Day before (but not including) the Scheduled
Conversion Date is greater than 56.12% of the Issue Date VWAP; and
• Second Scheduled Conversion Condition: the VWAP of Ordinary
Shares during the 20 Business Days before (but not including) the
Scheduled Conversion Date is greater than 50.51% of the Issue Date
V WA P.
The percentages used in the Scheduled Conversion Conditions are
derived from market precedents and the cap on the number of
Ordinary Shares that are permitted to be issued under applicable
Prudential Standards and ratings guidance.
The diagram in this Section 2.2.3 illustrates the timeframes that are
relevant for the Scheduled Conversion Conditions using the date
22 June 2034 as a potential Scheduled Conversion Date. These dates
are indicative only and may change.
Westpac
Capital
Notes 10
Terms
clause 4.2
21 June 2034
Last Business Day of VWAP
Period (1st Business Day
before the
Scheduled Conversion
Date)
25 May 2034
First Business Day of VWAP
Period (20th Business
Day before the Scheduled
Conversion Date)
18 May 2034
25th Business Day
before the Scheduled
Conversion Date
First Scheduled Conversion
Condition
The VWAP of Ordinary Shares on the 25th
Business Day before (but not including)
the Scheduled Conversion Date is greater
than 56.12% of the Issue Date VWAP
Second Scheduled Conversion Condition
The VWAP of Ordinary Shares during
the 20 Business Days before (but not
including) the Scheduled Conversion Date
is greater than 50.51% of the Issue Date
VWA P
22 June 2034
Scheduled Conversion Date
(subject to satisfaction of
the Scheduled Conversion
Conditions)
20 BUSINESS DAY VWAP PERIOD

WESTPAC CAPITAL NOTES 10
30
2. INFORMATION ABOUT WESTPAC CAPITAL NOTES 10
TopicSummary
Further
information
2.2.4 Purpose
of the
Scheduled
Conversion
Conditions
It is intended that upon a Scheduled Conversion, Holders should receive
Ordinary Shares worth approximately $101.01 per Note (based on the
Initial Face Value of $100 per Note and the VWAP of Ordinary Shares
during the 20 Business Days before the Scheduled Conversion Date,
with the benefit of a 1% discount)
8
.
There is a cap on the number of Ordinary Shares (Maximum Conversion
Number) that Holders can be issued upon Scheduled Conversion of the
Notes, due to Prudential Standards and ratings guidance. The Maximum
Conversion Number in the case of Scheduled Conversion is set by
dividing the Face Value (initially $100 per Note) by 50% of the Issue
Date VWAP.
If the price of Ordinary Shares were to fall significantly and there were
no Scheduled Conversion Conditions, the number of Ordinary Shares
that you would receive might be limited by the Maximum Conversion
Number. In that case, the value of those Ordinary Shares would
be likely to be less than $101.01 per Note. In order to give Holders
some protection against receiving Ordinary Shares worth less than
approximately $101.01 per Note, the Scheduled Conversion Conditions
operate, so that where the VWAP of Ordinary Shares has fallen to or is
less than the specified percentage of the Issue Date VWAP (see Section
2.2.3), Scheduled Conversion is deferred. However, there can be no
guarantee that the Scheduled Conversion Conditions will be satisfied in
the future.
Westpac
Capital
Notes 10
Terms clauses
4.2 and 9
2.2.5 Consequences
if the Scheduled
Conversion
Conditions are
not satisfied
If the Scheduled Conversion Conditions are not satisfied on 22 June 2034,
Conversion will not occur until the next Distribution Payment Date on which
the Scheduled Conversion Conditions are satisfied, if ever.
Westpac
Capital
Notes 10
Terms clauses
4.1 and 4.2
2.2.6 VWAP and
Issue Date
VWA P
In general terms, VWAP refers to the average of the daily volume
weighted average sales prices of Ordinary Shares sold on the ASX and
Cboe during the relevant period.
The Issue Date VWAP means the VWAP of Ordinary Shares during
the 20 Business Days on which trading in Ordinary Shares took place
immediately preceding (but not including) the Issue Date (as adjusted
in accordance with the Westpac Capital Notes 10 Terms).
The satisfaction of the Scheduled Conversion Conditions on a potential
Scheduled Conversion Date will depend on the price of Ordinary
Shares. For example
9
, if the Issue Date VWAP is $20.00, then, for
the First Scheduled Conversion Condition and Second Scheduled
Conversion Condition to be satisfied:
• the VWAP for the First Scheduled Conversion Condition would need
to be at least $11.23 (which is greater than 56.12% of the Issue Date
VWAP); and
• the VWAP for the Second Scheduled Conversion Condition would
need to be at least $10.11 (which is greater than 50.51% of the Issue
Date VWAP).
Westpac
Capital
Notes 10
Terms clauses
4.2, 9.1 to
9.8 and 16.2
(definition of
“Issue Date
VWAP” and
“VWAP”)
Note:
8. However, if the market price of Ordinary Shares on the Scheduled Conversion Date is different to the price used to calculate the number of
Ordinary Shares to be issued on Conversion, the value of Ordinary Shares resulting from the Conversion of one Note may be worth more
or less than $101.01. The value of Ordinary Shares Holders receive could also be less than this amount if the Face Value has previously been
reduced (following a Capital Trigger Event or Non-Viability Trigger Event – see Section 2.5 for more information). If the Scheduled Conversion
Conditions are not met, the Notes will not Convert on the Scheduled Conversion Date and the Scheduled Conversion Conditions will be re-
tested on the next possible Scheduled Conversion Date. The Notes may remain on issue indefinitely.
9. This example is for illustrative purposes only and does not indicate whether or not the Scheduled Conversion Conditions will actually be
satisfied in respect of a potential Scheduled Conversion Date.

1234567831
APPENDIX
A
APPENDIX
B
TopicSummary
Further
information
2.2.7 How many
Ordinary
Shares will
I receive if
the Westpac
Capital
Notes 10 are
Converted?
Upon Conversion, Holders will receive for each Note they hold a
variable number of Ordinary Shares calculated using the following
formula:
Face Value
0.99 x VWAP
Face ValueInitially $100 per Note
VWA PThe VWAP during the VWAP Period
VWAP PeriodIn the case of a Scheduled Conversion, the period
of 20 Business Days on which trading in Ordinary
Shares took place immediately preceding (but
not including) the Scheduled Conversion Date
For example, assuming the VWAP is $20.00, the number of Ordinary
Shares that Holders will receive for each Note on the Scheduled
Conversion Date would be calculated as follows:
Face Value $100.00
Divide by 0.99 x VWAP $19.80
Ordinary Shares per Note 5.0505
Assuming the price of the Ordinary Shares on the Scheduled Conversion
Date is also $20.00, the aggregate value of the Ordinary Shares would be
approximately $101.01 (calculated by multiplying 5.0505 Ordinary Shares
by the Ordinary Share price of $20.00).
Please be aware, the example in this Section 2.2.7 is for illustrative
purposes only. The actual VWAP and number of Ordinary Shares that
Holders may receive on Conversion on the Scheduled Conversion Date
may be higher or lower than in this example. In addition, if the total
number of Ordinary Shares to be allotted and issued in respect of a
Holder’s aggregate holding of Notes includes a fraction of an Ordinary
Share, that fraction of an Ordinary Share will be disregarded. This has not
been considered in the example in this Section 2.2.7.
Westpac
Capital
Notes 10
Terms
clause 9.1
2.2.8 What if I
do not wish
to receive
Ordinary
Shares
or if I am
prohibited
or restricted
from
receiving
Ordinary
Shares?
If you do not wish to receive Ordinary Shares, you can notify Westpac
of this at any time but no less than 15 Business Days prior to the
Conversion Date. If Conversion occurs and you have notified Westpac
that you do not wish to receive Ordinary Shares, or if you are an
Ineligible Holder
10
, then Westpac will issue the relevant number of
Ordinary Shares
11
to the Sale Agent who will hold the Ordinary Shares
on trust for sale for your benefit
12
. At the first reasonable opportunity,
the Sale Agent will arrange for the sale of the Ordinary Shares on your
behalf and pay the proceeds less selling costs, brokerage, stamp duty
and other taxes and charges, to you. No guarantee is given in relation
to the timing or price at which any sale will occur or whether a sale can
be achieved.
Westpac
Capital
Notes 10
Terms
clause 9.10
Note:
10. Westpac will treat a Holder as not being an Ineligible Holder unless the Holder has otherwise notified it after the Issue Date and prior to the
Conversion Date.
11. See Sections 6.1.4 and 6.1.5 regarding risks associated with Conversion or termination of rights where Conversion does not occur following a
Capital Trigger Event or Non-Viability Trigger Event which may impact the number of Ordinary Shares issued to the Sale Agent and that would
be available to be sold for the benefit of a Holder who elects not to receive Ordinary Shares or is an Ineligible Holder.
12. If Conversion is occurring because of the occurrence of a Capital Trigger Event or Non-Viability Trigger Event and the Conversion is not
effective and Ordinary Shares are not issued for any reason to the Sale Agent by 5.00pm on the fifth Business Day after the Capital Trigger
Event Conversion Date or Non-Viability Trigger Event Conversion Date (as the case may be), then: (i) those Notes will not be Converted in
respect of such Capital Trigger Event or Non-Viability Trigger Event (as the case may be) and will not be Converted, Redeemed or Transferred
on any subsequent date; and (ii) all rights in relation to those Notes will be terminated (written-off) immediately on the Capital Trigger Event
Conversion Date or Non-Viability Trigger Event Conversion Date (as the case may be) and Holders will lose all of the value of their investment
in those Notes and they will not receive any compensation or unpaid Distributions. In these circumstances, the Notes will have no ranking in a
Winding Up and Holders are likely to be worse off than holders of Ordinary Shares

WESTPAC CAPITAL NOTES 10
32
2. INFORMATION ABOUT WESTPAC CAPITAL NOTES 10
2.3 Optional Redemption and optional Transfer
TopicSummary
Further
information
2.3.1 Westpac’s
option to
Redeem or
Transfer the
Westpac
Capital Notes
10
Westpac may elect to:
• Redeem all or some of the Notes on 22 September 2031,
22 December 2031, 22 March 2032 or 22 June 2032;
• Transfer all or some of the Notes on 22 September 2031,
22 December 2031, 22 March 2032 or 22 June 2032; or
• Redeem or Transfer all of the Notes following a Tax Event or
Regulatory Event.
Redemption is subject to Westpac receiving APRA’s prior written
approval. There can be no certainty that APRA will provide its prior
written approval for any such Redemption – see Section 6.1.2. Any
Redemption of the Notes does not imply or indicate that Westpac
will in the future exercise any right it may have to redeem any other
outstanding regulatory capital instruments issued by Westpac. Any
such future redemption would also be subject to APRA’s prior written
approval (which may or may not be given).
Westpac
Capital
Notes 10
Terms clauses
7, 8 and 16.2
(definition
of “Tax
Event” and
“Regulatory
Event”)
2.3.2 Tax EventA Tax Event will occur if Westpac determines, after receiving a
supporting opinion of reputable legal counsel or other tax adviser in
Australia experienced in such matters, that (as a result of a Change of
Law) there is a more than insubstantial risk that:
• Westpac would be exposed to a more than de minimis adverse tax
consequence or increased cost in relation to the Notes; or
• any Distribution would not be a frankable distribution within the
meaning of Division 202 of the Tax Act.
A Tax Event will not arise where, at the Issue Date, Westpac expected
the event would occur.
Section
2.1.6 and
Westpac
Capital
Notes 10
Terms clause
16.2 (definition
of “Tax
Event”)
2.3.3 Regulatory
Event
Broadly, a Regulatory Event will occur if Westpac determines, after
receiving a supporting opinion of reputable legal counsel in Australia
experienced in such matters or confirmation from APRA that, as a result
of a change of law or regulation after the Issue Date:
• more than de minimis additional requirements would be imposed
on the Westpac Group or there would be a more than de
minimis negative impact on the Westpac Group in relation to
(or in connection with) Notes which Westpac determines to be
unacceptable; or
• Westpac will not be entitled to treat some or all of the Notes as
Additional Tier 1 Capital of the Westpac Group.
A Regulatory Event will not arise where, at the Issue Date, Westpac
expected the event would occur.
Westpac Capital
Notes 10 Terms
clause 16.2
(definition of
“Regulatory
Event”)

1234567833
APPENDIX
A
APPENDIX
B
TopicSummary
Further
information
2.3.4 Meaning of
Redemption
Redemption means Westpac will pay to Holders the Face Value (initially
$100 per Note) for each Note Redeemed.
Westpac may only Redeem Notes if it replaces them with capital of the
same or better quality (and the replacement is done under conditions
that are sustainable for the income capacity of Westpac) or obtains
confirmation that APRA is satisfied that Westpac does not have to
replace the Notes.
Holders cannot request Redemption of their Notes.
Westpac Capital
Notes 10 Terms
clauses 7 and
16.2 (definition of
“Redemption”)
2.3.5 Meaning of
Transfer
Transfer means Westpac will arrange for a Nominated Party to
undertake to purchase Notes from Holders for the Face Value. On
Transfer, Holders will receive the Face Value (initially $100 per Note) for
each Note from the Nominated Party, paid in cash.
• If the Nominated Party does not pay the Face Value to Holders
on the Transfer Date of 22 September 2031, 22 December 2031,
22 March 2032 or 22 June 2032, or on a Transfer Date following a Tax
Event or Regulatory Event, the Transfer will not proceed and Holders
will continue to hold their Notes.
• The Nominated Party means one or more third parties selected by
Westpac in its absolute discretion, which cannot be a member of the
Westpac Group or a related entity (as described in the Prudential
Standards) of Westpac.
Holders cannot request a Transfer of Notes.
Westpac
Capital
Notes 10
Terms clauses
8 and 16.2
(definitions of
“Transfer” and
“Nominated
Party”)
2.4 Optional Conversion
TopicSummary
Further
information
2.4.1 When does
Westpac have
an option
to Convert
Westpac
Capital Notes
10?
Subject to satisfaction of the Optional Conversion Restriction, Westpac
may elect to Convert:
• all or some of the Notes on 22 September 2031, 22 December 2031,
22 March 2032 or 22 June 2032; or
• all of the Notes following a Tax Event or Regulatory Event.
Sections 2.3.2
and 2.3.3
Westpac
Capital
Notes 10
Terms clauses
6 and 16.2
(definition
of “Tax
Event” and
“Regulatory
Event”)

WESTPAC CAPITAL NOTES 10
34
2. INFORMATION ABOUT WESTPAC CAPITAL NOTES 10
TopicSummary
Further
information
2.4.2 Restrictions
or conditions
on Optional
Conversion
There are two types of restrictions or conditions that apply to Optional
Conversion:
1. A restriction that may prevent Westpac from choosing to Convert
the Notes (i.e. from sending an Optional Conversion Notice to
Holders)
• The Optional Conversion Restriction applies to Optional
Conversion such that Westpac may not elect to Convert the Notes
if on the second Business Day before the date on which Westpac
is to send an Optional Conversion Notice the VWAP of Ordinary
Shares is:
–less than or equal to 56.12% of the Issue Date VWAP, where
Westpac chooses to Convert the Notes on an Optional
Conversion Date of 22 September 2031, 22 December 2031,
22 March 2032 or 22 June 2032; and
–less than or equal to 22.20% of the Issue Date VWAP, where
Westpac chooses to Convert the Notes on an Optional
Conversion Date following a Tax Event or Regulatory Event.
2. A condition that may prevent Westpac from Converting the Notes
on the Optional Conversion Date
• Once an Optional Conversion Notice has been sent, Westpac may
still be prevented from Converting the Notes by the operation of
the Second Scheduled Conversion Condition, which is deemed to
apply to Optional Conversion as though the proposed Optional
Conversion Date were a Scheduled Conversion Date.
• The Second Scheduled Conversion Condition otherwise applies
as set out in Section 2.2.3, except that in the case of Optional
Conversion on an Optional Conversion Date following a Tax
Event or Regulatory Event, it applies as if the reference to 50.51%
referred to 20.20% of the Issue Date VWAP.
The percentages used in the restrictions and conditions in this Section
2.4.2 for Optional Conversion are derived from market precedents and
the cap on the number of Ordinary Shares that are permitted to be
issued under the Prudential Standards and ratings guidance.
Westpac
Capital
Notes 10
Terms clauses
6.3, 6.4 and
6.5
2.4.3 Number of
Ordinary
Shares
Holders will
receive on
an Optional
Conversion
Date
If the Notes are Converted on an Optional Conversion Date, Holders
will receive a variable number of Ordinary Shares on the Conversion
Date equal to the Conversion Number calculated in the same manner
as if Conversion was occurring on the Scheduled Conversion Date
(see Section 2.2.7), except that the VWAP Period will be 20 Business
Days on which trading in Ordinary Shares took place immediately
preceding, but not including, the Optional Conversion Date.
Section 2.2.7
Westpac
Capital
Notes 10 Terms
clause 16.2
(definition
of “VWAP
Period”)
2.4.4 Consequences
if Conversion
does not occur
on an Optional
Conversion
Date
If Westpac chooses to Convert the Notes (and gives an Optional
Conversion Notice to Holders) but the Second Scheduled Conversion
Condition (applied as described in Section 2.4.2) prevents Conversion
from occurring on the Optional Conversion Date, Westpac will notify
Holders and the Conversion will be deferred until the first Distribution
Payment Date on which the Scheduled Conversion Conditions
are satisfied as if that Distribution Payment Date was a Scheduled
Conversion Date (the “Deferred Conversion Date”). The Scheduled
Conversion Conditions apply to Conversion on the Deferred Conversion
Date except that in the case of a Tax Event or Regulatory Event, the
Second Scheduled Conversion Condition will apply as if it referred to
20.20% of the Issue Date VWAP.
Westpac
Capital
Notes 10
Terms
clause 6.5

1234567835
APPENDIX
A
APPENDIX
B
2.5 Automatic Conversion – Capital Trigger Event and Non-Viability Trigger Event
TopicSummary
Further
information
2.5.1 Automatic
Conversion
of Westpac
Capital Notes
10 –
Capital
Trigger
Event and
Non-Viability
Trigger Event
Westpac must Convert all or some of the Notes following a:
• Capital Trigger Event; or
• Non-Viability Trigger Event.
The Scheduled Conversion Conditions do not need to be satisfied
following a Capital Trigger Event or Non-Viability Trigger Event.
The proportion of Notes that will be Converted in these circumstances
will be the number of Notes (or the percentage of the Face Value of
the Notes) as is necessary to satisfy APRA that Westpac will no longer
be non-viable (in the case of a Non-Viability Trigger Event) or be
dependent on restoration of Westpac’s Common Equity Tier 1 Capital
Ratio to above 5.125% (either or both on a Level 1 or Level 2 basis,
as the case may be) (in the case of a Capital Trigger Event). Where
a Non-Viability Trigger Event occurs because APRA has determined
that without a public sector injection of capital, or equivalent support,
Westpac would become non-viable, all Notes must be Converted at
their full Face Value.
If Conversion does not occur for any reason following a Capital Trigger
Event or Non-Viability Trigger Event 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), then:
• those Notes will not be Converted in respect of such Capital Trigger
Event or Non-Viability Trigger Event (as the case may be) and will
not be Converted, Redeemed or Transferred on any subsequent date;
and
• the Holder’s rights in relation to those Notes will be immediately
and irrevocably terminated on the Capital Trigger Event Conversion
Date or Non-Viability Trigger Event Conversion Date (as the case
may be), and Holders will lose all of the value of their investment in
those Notes and they will not receive any compensation or unpaid
Distributions.
If Westpac is required to Convert some of the Notes following a
Capital Trigger Event or Non-Viability Trigger Event, Westpac must
treat Holders on an approximate pro-rata basis among themselves and
other holders of Relevant Securities or in a manner that is otherwise,
in the opinion of Westpac, fair and reasonable. This is subject to
such adjustments as Westpac may determine to take into account
the effect on marketable parcels of Notes and the need to round to
whole numbers of Ordinary Shares and the face value of any Notes
or other Relevant Securities remaining on issue and the need to
effect the conversion, write-off or write-down immediately, provided
that such determination does not impede the immediate Conversion
of the relevant number of Notes. In addition, where the Relevant
Securities are in different currencies, Westpac may treat the Relevant
Securities as if converted into a single currency at rates of exchange it
considers reasonable. However, this determination must not impede the
immediate Conversion of the relevant number of Notes.
Westpac
Capital
Notes 10
Terms clauses
5.2 to 5.8
2.5.2 Capital
Trigger Event
A Capital Trigger Event will occur when Westpac determines, or APRA
notifies Westpac in writing that it believes, Westpac’s Common Equity
Tier 1 Capital Ratio is equal to or less than 5.125% on either or both a
Level 1 or Level 2 basis.
Upon a Capital Trigger Event occurring, Westpac must Convert (or
otherwise, if Conversion does not occur for any reason 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,
terminate the rights attaching to), that number of the Notes
Sections 5.2.6
and 5.2.7
Westpac
Capital
Notes 10
Terms clauses
5.1, 5.2, 5.7, 5.8
and 9.1

WESTPAC CAPITAL NOTES 10
36
2. INFORMATION ABOUT WESTPAC CAPITAL NOTES 10
TopicSummary
Further
information
2.5.2 Capital
Trigger Event
(continued)
(or such percentage of the Face Value of the Notes) as is sufficient
(taking into consideration any conversion, write-off or write down of
other Relevant Securities) to return either or both the Westpac Level 1
Common Equity Tier 1 Capital Ratio or Westpac Level 2 Common Equity
Tier 1 Capital Ratio (as the case may be) to above 5.125%.
Westpac’s Common Equity Tier 1 Capital Ratio on a Level 2 basis
of 12.38% as at 30 September 2023 equates to a surplus of $32.7 billion
of Common Equity Tier 1 Capital above the Capital Trigger Event level
of 5.125%. Westpac’s Common Equity Tier 1 Capital Ratio on a Level 1
basis of 12.62% as at 30 September 2023 equates to a surplus of $31.0
billion of Common Equity Tier 1 Capital above the Capital Trigger Event
level of 5.125%.
On 6 November 2023, Westpac announced that:
• it had determined a final dividend of $0.72 for the year ended
30 September 2023;
• it intends to undertake an on-market Buy Back of up to $1.5 billion
of Ordinary Shares; and
• there is potential for future capital management should Westpac
remain in an excess capital position.
This may also have the effect of reducing Westpac’s Common Equity
Tier 1 Capital Ratio and the buffer above the Capital Trigger Event
level of 5.125% and the Total CET1 Requirement of 10.25%, which
increases the risk of Conversion of the Notes and/or non-payment of
Distributions on the Notes.
See Sections 5.2.4 to 5.2.5 for more information about regulatory
capital developments and Westpac’s Common Equity Tier 1 Capital
Ratio.
The graph in this Section 2.5.2 illustrates the historical Common Equity
Tier 1 Capital Ratio of Westpac on a Level 1 and Level 2 basis.
Westpac’s Common Equity Tier 1 Capital Ratio
13,14

(Level 1 and Level 2 basis) (%)
11.0%10.7%11.4%11.1%12.6%12.3%11.3%11.3%12.6%12.4%
12.6%12.3%11.2%11.3%12.5%12.3%
10.7%10.6%11.1%10.8%
5.125%
CET1 Ratio - Level 1CET1 Ratio - Level 2Capital Trigger Event level
Mar-19Sep-19Sep-20Mar-20Mar-21Mar-22Sep-21Mar-23Sep-23Sep-22
//
The graph in this Section 2.5.2 is for illustrative purposes only and does
not indicate, guarantee or forecast Westpac’s Common Equity Tier 1
Capital Ratio. The ratio may be higher or lower and may be affected
by regulatory change, changes in the level of capital, changes in RWA
calculations, and/or unexpected events affecting Westpac’s business,
operations and financial condition.
Note:
13. APRA’s revised capital framework became effective on 1 January 2023 and included updated prudential standards for capital adequacy
and credit risk capital. The revisions included amendments to capital requirements, revisions to the calculation of credit RWA, introduction
of a capital floor and introduction of a minimum leverage ratio. Periods prior to 1 January 2023 were reported under the capital framework
applicable prior to these changes and have not been restated.
14. Pro-forma adjustments have not been made for the payment of the final dividend of $0.72 determined for the year ended 30 September
2023 (expected CET1 reduction of approximately 54 basis points on a pro forma Level 2 CET1 Ratio basis), the intended $1.5 billion on-market
Buy Back of Ordinary Shares announced by Westpac on 6 November 2023 (expected CET1 reduction of approximately 33 basis points on
a pro-forma Level 2 CET1 Ratio basis) or for any potential future capital management. Please see Section 5.2.7 for more information on
Westpac’s capital return initiatives.

1234567837
APPENDIX
A
APPENDIX
B
TopicSummary
Further
information
2.5.3 Non-Viability
Trigger Event
A Non-Viability Trigger Event will occur when APRA notifies Westpac in
writing that it believes Conversion of the Notes (or conversion, write-off
or write down of other capital instruments of the Westpac Group) or
a public sector injection of capital, or equivalent support, is necessary
because, without it, Westpac would become non-viable.
Upon a Non-Viability Trigger Event occurring, Westpac must Convert
(or otherwise, if Conversion does not occur for any reason and Ordinary
Shares are not issued for any reason by 5.00pm (Sydney time) on the
fifth Business Day after the Non-Viability Trigger Event Conversion Date,
terminate the rights attaching to), that number of the Notes (or such
percentage of the Face Value of the Notes) as is necessary (when added
to the amount of any other Relevant Securities converted, written-
off or written down) to satisfy APRA that Westpac will no longer be
non-viable. Where a Non-Viability Trigger Event occurs because APRA
has determined that without a public sector injection of capital, or
equivalent support, Westpac would become non-viable, all Notes must
be Converted at their full Face Value.
Whether a Non-Viability Trigger Event will occur is at the discretion of
APRA. APRA has not provided extensive guidance as to how it would
determine non-viability. However, APRA has indicated that non-viability
is likely to arise prior to insolvency. Non-viability could be expected to
include serious impairment of Westpac’s financial or operational position,
concerns about its capital, funding or liquidity levels and/or insolvency
or potential loss of investor and/or customer confidence with respect
to Westpac’s overall financial resilience, including but not limited to,
as a result of internal or external factors such as a technology failure,
COVID-19 type pandemic or cyber event. However, it is possible that
APRA’s definition of non-viability may not necessarily be confined to
these matters and APRA’s position on these matters may change over
time.
Westpac
Capital
Notes 10
Terms clauses
5.3, 5.4, 5.7,
5.8 and 9.1
2.5.4 How many
Ordinary
Shares will
I receive on
Conversion
following a
Capital Trigger
Event or
Non-Viability
Trigger Event?
If Notes are Converted following a Capital Trigger Event or Non-
Viability Trigger Event then in respect of each Note that is Converted,
Holders will receive a number of Ordinary Shares equal to the lower of:
• the Maximum Conversion Number (which, applied on a Conversion
of this kind, is based on an Ordinary Share price that reflects 20% of
the Ordinary Share price at the time of issue of the Notes); and
• the Conversion Number calculated in the same manner as if
Conversion was occurring on the Scheduled Conversion Date (see
Section 2.2.7) except that the VWAP Period will be the 5 Business
Days in which trading of Ordinary Shares took place immediately
preceding, but not including, the Capital Trigger Event Conversion
Date or Non-Viability Trigger Event Conversion Date, as applicable.
In addition, the Conversion of Notes into Ordinary Shares on a
Capital Trigger Event Conversion Date or Non-Viability Trigger Event
Conversion Date is not subject to the Scheduled Conversion Conditions
being satisfied. This means that, due to the application of the Maximum
Conversion Number, depending on the market price of Ordinary Shares
at the time, Holders may (in the case of a Capital Trigger Event) and
are likely to (in the case of a Non-Viability Trigger Event) receive
significantly less than approximately $101.01 per Note (based on the
Initial Face Value of $100 per Note). If Holders receive Ordinary Shares
worth less than the Face Value of the Notes, they will suffer loss as a
consequence. You will not receive any Ordinary Shares if Conversion
does not occur 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).
Westpac
Capital
Notes 10
Terms clauses
5.5, 5.7, 9.1 and
16.2 (definition
of “VWAP
Period”)

WESTPAC CAPITAL NOTES 10
38
2. INFORMATION ABOUT WESTPAC CAPITAL NOTES 10
TopicSummary
Further
information
2.5.5 Is there a limit
on the number
of Ordinary
Shares I will
receive on
Conversion
following a
Capital Trigger
Event or
Non-Viability
Trigger Event?
Yes. The Maximum Conversion Number is used to limit the number of
Ordinary Shares to be issued on Conversion following a Capital Trigger
Event or Non-Viability Trigger Event.
The example in this Section 2.5.5 illustrates how many Ordinary Shares
may be issued for each Note on Conversion following a Capital Trigger
Event or Non-Viability Trigger Event, assuming a VWAP of $3.00 and
an Issue Date VWAP of $20.00. This example is for illustrative purposes
only. The actual VWAP, Issue Date VWAP and Maximum Conversion
Number may be higher or lower than provided in this example, and may
be adjusted in certain circumstances as outlined in the Westpac Capital
Notes 10 Terms.
Step 1 – Calculate the Conversion Number of Ordinary Shares for each
Note
Face Value$100.00
Divide by 0.99 x VWAP$2.97
Ordinary Shares per Note33.6700
Step 2 – Calculate the Maximum Conversion Number for each Note
applicable to Conversion in the case of a Capital Trigger Event or Non-
Viability Trigger Event
Face Value$100.00
Divide by 0.20 x Issue Date VWAP$4.00
Ordinary Shares per Note25.0000
Step 3 – Assess the effect of the Maximum Conversion Number
In this example, the Maximum Conversion Number is lower than the
Conversion Number of Ordinary Shares for each Note. As a result, the
number of Ordinary Shares a Holder would receive for each Note would
be limited to the Maximum Conversion Number of Ordinary Shares for
each Note. For example, a Holder of a single Note would receive 25
Ordinary Shares on Conversion in the case of a Capital Trigger Event
or Non-Viability Trigger Event (any fraction of an Ordinary Share to
be allotted in respect of a Holder’s aggregate holding of Notes will
be disregarded). If those Ordinary Shares were sold on the ASX at
the same price as the VWAP (being $3.00), the Holder would receive
$75.00, thereby suffering a loss of $25.00 on their investment of
$100.00 on the Initial Face Value of the Note.
The Maximum Conversion Number will be announced by Westpac to
the ASX at the time of issue of the Notes.
The Maximum Conversion Number may be adjusted up or down
to reflect transactions affecting the capital of Westpac (including
bonus issues, share splits, consolidations or other similar transactions
not involving any cash payment (or the giving of any other form of
consideration) to or by holders of Ordinary Shares) as set out in the
Westpac Capital Notes 10 Terms. The Maximum Conversion Number
will not be adjusted to reflect other transactions which may affect the
price of Ordinary Shares, including, for example, rights issues, returns of
capital, Buy Backs, special dividends, demergers and other corporate
actions.
Westpac
Capital
Notes 10
Terms clauses
9.1 to 9.8

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APPENDIX
A
APPENDIX
B
TopicSummary
Further
information
2.5.6 What happens
if Westpac
does not issue
Ordinary
Shares for
any reason
following a
Capital Trigger
Event or
Non-Viability
Trigger Event?
If for any reason Conversion of Notes does not occur (including,
for example, due to applicable law, order of a court or action of any
government authority, including regarding the insolvency, Winding Up
or other external administration of Westpac, as a result of Westpac’s
inability or failure to comply with its obligations under the terms and
conditions of the Notes in relation to Conversion, or as a result of
operational breakdowns in response to external events (for example,
due to a COVID-19 type pandemic or cyber event), and the 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), then:
• those Notes will not be Converted in respect of such Capital Trigger
Event or Non-Viability Trigger Event (as the case may be) and will
not be Converted, Redeemed or Transferred on any subsequent date;
and
• all rights in relation to those Notes will be terminated (written-off)
immediately on the Capital Trigger Event Conversion Date or Non-
Viability Trigger Event Conversion Date (as the case may be), and
Holders will lose all of the value of their investment in those Notes
and they will not receive any compensation or unpaid Distributions.
Westpac
Capital
Notes 10
Terms
clause 5.8
2.6 Automatic Conversion – Acquisition Event
TopicSummary
Further
information
2.6.1 Automatic
Conversion
of Westpac
Capital
Notes 10 –
Acquisition
Event
Westpac must Convert all of the Notes following an Acquisition Event
subject to a modified application of the Second Scheduled Conversion
Condition (see Section 2.6.3).
Westpac
Capital
Notes 10
Terms
clause 5.9
2.6.2 Acquisition
Event
An Acquisition Event will occur where:
• a takeover bid is made for Ordinary Shares and certain conditions
are satisfied; or
• a scheme of arrangement is proposed and approved and certain
conditions are satisfied.
However, an Acquisition Event will not have occurred where Westpac is
replaced as the ultimate holding company of the Westpac Group by an
Approved Successor in accordance with the Westpac Capital Notes 10
Terms.
Westpac
Capital
Notes 10
Terms clause
16.2 (definition
of “Acquisition
Event”)
2.6.3 Conditions on
Conversion
following an
Acquisition
Event
The Second Scheduled Conversion Condition will apply in a modified
form following an Acquisition Event such that Conversion will not occur
unless the VWAP of Ordinary Shares during the 20 Business Days
15

before (but not including) the Acquisition Event Conversion Date is
greater than 20.20% of the Issue Date VWAP.
Westpac
Capital
Notes 10
Terms clauses
4.2(a)(ii) and
5.9(b)
Note:
15. If trading in Ordinary Shares after an Acquisition Event occurs for less than 20 Business Days, the VWAP Period will be the number of Business
Days after the occurrence of the Acquisition Event on which trading in Ordinary Shares takes place, immediately preceding, but not including,
the Business Day before the Acquisition Event Conversion Date.

WESTPAC CAPITAL NOTES 10
40
2. INFORMATION ABOUT WESTPAC CAPITAL NOTES 10
TopicSummary
Further
information
2.6.4 How many
Ordinary
Shares will
I receive on
Conversion
following an
Acquisition
Event?
If Notes are Converted following an Acquisition Event, Holders will
receive a variable number of Ordinary Shares on the Conversion Date
equal to the Conversion Number calculated in the same manner as
if Conversion was occurring on the Scheduled Conversion Date (see
Section 2.2.7), subject to the following adjustments:
• the VWAP Period will be the 20 Business Days
16
on which trading
in Ordinary Shares took place immediately preceding, but not
including, the Acquisition Event Conversion Date;
• the First Scheduled Conversion Condition will not apply; and
• the Second Scheduled Conversion Condition will be applied as if the
reference to 50.51% were a reference to 20.20%.
Section 2.2.7
Westpac
Capital
Notes 10
Terms clauses
5.9(b), 9.1 and
16.2 (definition
of “VWAP
Period”)
2.7 Ranking of the Westpac Capital Notes 10 in a Winding Up
TopicSummary
Further
information
2.7.1 Ranking of
Westpac
Capital
Notes 10 in a
Winding Up
In the event of a Winding Up (and assuming the Notes are still on issue
and have not been Redeemed or Converted or otherwise had the rights
attaching to them terminated following a Capital Trigger Event or
Non-Viability Trigger Event), the right of Holders to receive a return of
capital will rank ahead of Ordinary Shares, equally among themselves
and with Equal Ranking Capital Securities, but subordinated to Senior
Creditors. The ranking of the Notes in a Winding Up will be adversely
affected if a Capital Trigger Event or a Non-Viability Trigger Event
occurs. It is likely that such an event would occur prior to a Winding Up,
requiring the Conversion of Notes. If Conversion has occurred, Holders
will hold Ordinary Shares and will rank equally with other holders of
Ordinary Shares.
However, if for any reason Conversion of Notes following a Capital
Trigger Event or Non-Viability Trigger Event does not occur (including,
for example, due to applicable law, order of a court or action of any
government authority, including regarding the insolvency, Winding Up
or other external administration of Westpac, as a result of Westpac’s
inability or failure to comply with its obligations under the terms and
conditions of the Notes in relation to Conversion, or as a result of
operational breakdowns in response to external events (for example,
due to a COVID-19 type pandemic or cyber event)), and the 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), then:
• those Notes will not be Converted in respect of such Capital Trigger
Event or Non-Viability Trigger Event (as the case may be) and will
not be Converted, Redeemed or Transferred on any subsequent date;
and
• all rights in relation to those Notes will be terminated (written-off)
immediately on the Capital Trigger Event Conversion Date or Non-
Viability Trigger Event Conversion Date (as the case may be).
Sections 1.4,
6.1.11, 6.1.25
and 6.1.26
Westpac
Capital Notes
10 Terms
clauses 2, 5.8,
9.9 and 13.4
Note:
16. If trading in Ordinary Shares after an Acquisition Event occurs for less than 20 Business Days, the VWAP Period will be the number of Business
Days after the occurrence of the Acquisition Event on which trading in Ordinary Shares takes place, immediately preceding, but not including,
the Business Day before the Acquisition Event Conversion Date.

1234567841
APPENDIX
A
APPENDIX
B
TopicSummary
Further
information
2.7.1 Ranking of
Westpac
Capital
Notes 10 in a
Winding Up
(continued)
In these circumstances, Holders will lose all of the value of their
investment in those Notes and they will not receive any compensation
or unpaid Distributions, those Notes will have no ranking in a Winding
Up and Holders are likely to be worse off than holders of Ordinary
Shares.
For a diagrammatic representation of the way Notes will rank on a
Winding Up, see Section 1.4.
For the potential effect on the assets of Westpac available to meet the
claims of a Holder in a Winding Up where Westpac is replaced by an
Approved Successor as the ultimate holding company of the Westpac
Group, see Section 6.1.26.
2.8 Other key features of the Westpac Capital Notes 10
TopicSummary
Further
information
2.8.1 Approved
Successor
Where Westpac is replaced as the ultimate holding company of the
Westpac Group by an Approved Successor and certain other conditions
are satisfied, Conversion of the Notes will not be triggered but Westpac
may instead be allowed to make amendments (provided APRA’s prior
written approval is obtained) to substitute the Approved Successor
as the debtor of the Notes and the issuer of ordinary shares issued on
Conversion and to make certain other amendments to the Westpac
Capital Notes 10 Terms. Accordingly, if:
• Westpac is replaced by an Approved Successor as the ultimate
holding company of the Westpac Group; and
• a substitution of the Approved Successor as the debtor of the Notes
and the issuer of ordinary shares on Conversion is effected under the
Westpac Capital Notes 10 Terms,
Holders will be obliged to accept Approved Successor Shares on
Conversion, and will not receive Ordinary Shares on Conversion.
Westpac
Capital
Notes 10
Terms clauses
5.10 and 13.4
2.8.2 No restriction
on future
issues of
securities by
Westpac
Westpac may issue other securities, including further Notes, or other
Capital Securities that rank equally with, ahead of or behind the Notes
whether in respect of distributions, dividends, return of capital or
principal in a Winding Up or otherwise, without the approval of Holders.
Section 6.1.25
Westpac
Capital Notes
10 Terms
clause 14.2
2.8.3 Participation
in future issues
of securities by
Westpac
The Notes do not carry a right for Holders to participate in new issues
of Westpac securities.
Westpac
Capital Notes
10 Terms
clause 14.7
2.8.4 No netting or
set-off
Neither Westpac nor any Holder is entitled to net or set-off any
amounts due in respect of the Notes against any amount of any nature
owed by Westpac to the Holder or by the Holder to Westpac (as
applicable).
Westpac
Capital Notes
10 Terms
clause 14.3
2.8.5 Voting rightsHolders have no right to vote at any general meeting of Westpac before
Conversion.
Holders have certain voting rights which can be exercised at a meeting
of Holders, as set out in the Notes Deed Poll.
Following Conversion, Holders will become holders of Ordinary Shares
and have the voting rights that attach to Ordinary Shares.
Section 8.4.4
Westpac
Capital Notes
10 Terms
clause 14.7

WESTPAC CAPITAL NOTES 10
42
2. INFORMATION ABOUT WESTPAC CAPITAL NOTES 10
TopicSummary
Further
information
2.8.6 Notes Deed
Poll
A trustee has not been appointed for the Notes. Instead, a Notes Deed
Poll will be made by Westpac in favour of each person who is from time
to time a Holder.
The Notes Deed Poll will contain:
• the agreement of Westpac to observe its obligations as set out in the
Westpac Capital Notes 10 Terms;
• an obligation on Westpac to appoint the Registrar and procure
the Registrar to establish and maintain a Westpac Capital Notes 10
Register; and
• provisions for meetings of Holders.
Holders will be bound by the terms of the Notes Deed Poll, the Westpac
Capital Notes 10 Terms and this Prospectus when Notes are Allotted or
transferred to them or they purchase Notes.
The Registrar will hold the original executed Notes Deed Poll on
behalf of Holders. Each Holder can enforce the obligations of Westpac
under the Notes Deed Poll and the Westpac Capital Notes 10 Terms
independently of the Registrar and each other Holder.
The Notes Deed Poll is expected to be executed by Westpac on or
around the date of the Bookbuild. An electronic copy of the final form
of the Notes Deed Poll can be viewed and downloaded via the Offer
website at westpac.com.au/westpaccapnotes10. The final form of the
Notes Deed Poll is incorporated by reference into this Prospectus.
See the final
form of the
Notes Deed
Poll, available
via the Offer
website at
westpac.
com.au/
westpaccap
notes10

REINVESTMENT OFFER
FOR WESTPAC CAPITAL
NOTES 6
CAUTION – Westpac Capital Notes 10 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.
SECTION 3
This Section sets out:
3.1 Overview of Westpac Capital Notes 6 and the Reinvestment Offer
3.2 Key details of the Reinvestment Offer
3.3 Options for Westpac Capital Notes 6 holders
3.4 Key differences between Westpac Capital Notes 10 and Westpac Capital Notes 6
3.5 Risks associated with the Reinvestment Offer
3.6 Further information about Westpac Capital Notes 6 and the Reinvestment Offer
1234567843
APPENDIX
A
APPENDIX
B

WESTPAC CAPITAL NOTES 10
44
3. REINVESTMENT OFFER FOR WESTPAC CAPITAL NOTES 6
Note:
1. APRA has approved the redemption of Westpac Capital Notes 6. The intended redemption of Westpac Capital Notes 6 does not imply or
indicate that Westpac will in the future exercise any right it may have to redeem any other outstanding regulatory capital instruments issued
by Westpac. Any such future redemption would also be subject to APRA’s prior written approval (which may or may not be given).
3.1 Overview of Westpac Capital Notes 6 and the Reinvestment Offer
TopicSummary
3.1.1 What are
Westpac
Capital
Notes 6?
Westpac Capital Notes 6 are fully paid, non-cumulative, convertible, transferable,
redeemable, subordinated, perpetual, unsecured notes issued by Westpac. Westpac
Capital Notes 6 were issued on 18 December 2018 and trade on the ASX under the code
WBCPI.
3.1.2 What is
happening
to Westpac
Capital
Notes 6?
On 31 July 2024, Westpac has the option under the Westpac Capital Notes 6 Terms to:
• redeem all or some Westpac Capital Notes 6 for their face value of $100; and/or
• arrange for the transfer of all or some Westpac Capital Notes 6 for their face value of
$100 to a nominated third party selected by Westpac; and/or
• convert all or some Westpac Capital Notes 6 into Ordinary Shares.
Westpac intends to issue a redemption notice to redeem all outstanding Westpac Capital
Notes 6 (for $100 per Westpac Capital Note 6) on 31 July 2024, in accordance with the
Westpac Capital Notes 6 Terms.
1
The redemption notice will be lodged on ASX and sent to
Westpac Capital Notes 6 holders when issued by Westpac.
3.1.3 What is the
Reinvestment
Offer?
The Reinvestment Offer is an opportunity for Eligible Westpac Capital Notes 6 Holders to
apply to reinvest all or some of their Westpac Capital Notes 6 in Westpac Capital Notes 10.
Any reinvestment in Westpac Capital Notes 10 will occur before the intended redemption
of Westpac Capital Notes 6 on 31 July 2024.
3.1.4 What is the
difference
between
Participating
Westpac
Capital
Notes 6
and Non-
Participating
Westpac
Capital
Notes 6?
Westpac Capital Notes 6 that are reinvested in Westpac Capital Notes 10 under the
Reinvestment Offer are referred to in this Prospectus as Participating Westpac Capital
Notes 6.
Westpac Capital Notes 6 that are not reinvested in Westpac Capital Notes 10 under the
Reinvestment Offer are referred to in this Prospectus as Non-Participating Westpac
Capital Notes 6.
3.1.5 What
happens to
Participating
Westpac
Capital
Notes 6 upon
reinvestment?
To facilitate the Reinvestment Offer, Westpac lodged a transfer notice in respect of
Participating Westpac Capital Notes 6 only on the ASX on 20 November 2023. In
accordance with that transfer notice, any Participating Westpac Capital Notes 6 will
be transferred to the Westpac Capital Notes 6 Nominated Party on 18 December 2023
and the transfer proceeds ($100 per Participating Westpac Capital Note 6) will be
automatically applied towards the subscription for Westpac Capital Notes 10. Participating
Westpac Capital Notes 6 Holders will be Allocated one Westpac Capital Note 10 for each
Participating Westpac Capital Note 6.
3.1.6 What
happens
to Non-
Participating
Westpac
Capital
Notes 6?
Any Non-Participating Westpac Capital Notes 6 will remain on issue following completion
of the Reinvestment Offer and will be dealt with in accordance with the Westpac Capital
Notes 6 Terms. All rights attaching to the Non-Participating Westpac Capital Notes 6 will
continue, including to any distributions determined to be paid.
If Non-Participating Westpac Capital Notes 6 are redeemed by Westpac on 31 July 2024
as intended by Westpac (see Section 3.1.2), the redemption proceeds ($100 per Non-
Participating Westpac Capital Note 6) will be paid to Non-Participating Westpac Capital
Notes 6 Holders on that date. Non-Participating Westpac Capital Notes 6 Holders will
also be paid the intended final Westpac Capital Notes 6 distribution on 31 July 2024 for
each Westpac Capital Note 6 held on the record date for that distribution, provided the
distribution payment conditions in the Westpac Capital Notes 6 Terms are satisfied.

4512345678
APPENDIX
A
APPENDIX
B45
3.2 Key details of the Reinvestment Offer
TopicSummary
3.2.1 Who is
eligible to
participate
in the
Reinvestment
Offer?
To be eligible to participate in the Reinvestment Offer, Westpac Capital Notes 6 holders
must:
(i) be registered holders of Westpac Capital Notes 6 shown on the Register at 7.00pm
(Sydney time) on the Reinvestment Offer Record Date, being 10 November 2023, as
having an address in Australia; and
(ii) be a company or individual (including as a trustee of a family, hybrid or unit trust) aged
18 years or older; and
(iii) have an Australian residential address; and
(iv) either be:
•an investor who is within the Target Market and has received personal advice from a
financial adviser to acquire Westpac Capital Notes 10; or
•a Wholesale Client.
You will need to provide evidence to your Syndicate Broker that you satisfy one of the
eligibility requirements in (iv) above. Please see Section 4.2 for details of how to apply.
3.2.2 What will
Participating
Westpac
Capital
Notes 6
Holders
receive?
Participating Westpac Capital Notes 6 Holders will be Allocated one Westpac Capital Note
10 for each Participating Westpac Capital Note 6 reinvested on 18 December 2023 and will
be entitled to the distribution on Westpac Capital Notes 6 set out in Option 1 in Section 3.3.
3.2.3 How do I
apply to
participate
in the
Reinvestment
Offer?
Applications under the Reinvestment Offer can only be made by Eligible Westpac Capital
Notes 6 Holders who have received an Allocation of Notes by a Syndicate Broker under
the Bookbuild. All Applications under the Reinvestment Offer must be submitted through
a Syndicate Broker. No Applications can be made directly to Westpac.
You should contact your Syndicate Broker as soon as possible during the Exposure Period
2

to express an interest in applying for Notes or to obtain more information on whether you
meet the eligibility requirements. Westpac will not process any Applications during the
Exposure Period. Your Syndicate Broker can also assist you with how to apply once the
Offer opens.
Please see Section 4.2 for details of how to apply under the Reinvestment Offer.
3.2.4 Do
Applications
received
under the
Reinvestment
Offer have
priority?
There is no guaranteed Allocation under the Reinvestment Offer, but Westpac will
endeavour to give priority to Applications received under the Reinvestment Offer. This
priority will not extend to Applications for additional Westpac Capital Notes 10 by Eligible
Westpac Capital Notes 6 Holders under the New Money Offer.
3.2.5 Can Westpac
Capital
Notes 6 be
sold after an
Application
under the
Reinvestment
Offer has
been made?
No. Eligible Westpac Capital Notes 6 Holders who apply to participate in the Reinvestment
Offer are taken to agree to a holding lock being placed on their Westpac Capital Notes 6
elected for reinvestment, pending completion of the Reinvestment Offer. Once the holding
lock has been applied, you will not be able to dispose of or otherwise successfully deal
with those Participating Westpac Capital Notes 6.
3.2.6 Is any
brokerage or
stamp duty
payable?
No brokerage or stamp duty is payable on the transfer of Participating Westpac Capital
Notes 6 or on the reinvestment of the transfer proceeds of Participating Westpac Capital
Notes 6 under the Reinvestment Offer.
Note:
2. The Corporations Act prohibits the acceptance of Applications during the seven day period after the date this Prospectus was lodged with
ASIC. This period is referred to as the Exposure Period and ASIC may extend this period by up to a further seven days (that is up to 14 days in
total). The purpose of the Exposure Period is to enable this Prospectus to be examined by market participants before the Opening Date.

WESTPAC CAPITAL NOTES 10
46
3. REINVESTMENT OFFER FOR WESTPAC CAPITAL NOTES 6
3.3 Options for Westpac Capital Notes 6 holders
Eligible Westpac Capital Notes 6 Holders have two options to consider which are described in the table below.
Participation in the Reinvestment Offer is optional for Eligible Westpac Capital Notes 6 Holders.
TopicSummary
Option 1 – Reinvest
all or some of your
Westpac Capital
Notes 6 in Notes
• Eligible Westpac Capital Notes 6 Holders may apply to participate in the Reinvestment
Offer in respect of all or some of their Westpac Capital Notes 6 held on the
Reinvestment Offer Record Date. See Section 4.2 for details on how to apply.
• You do not need to submit an Application Payment in respect of Westpac Capital Notes
6 being reinvested as the transfer proceeds ($100 per Westpac Capital Note 6) will be
automatically reinvested in the equivalent number of Westpac Capital Notes 10.
• If you choose to reinvest all of your Westpac Capital Notes 6, you may also apply
for additional Westpac Capital Notes 10 under the New Money Offer. You will need
to submit an Application Payment for any additional Westpac Capital Notes 10. An
Application must be made to, and the Application Payment (as applicable) must
be received by, your Syndicate Broker in sufficient time for them to process your
Application on your behalf by the Closing Date, expected to be 5.00pm (Sydney time)
on 12 December 2023. See Section 4.2 for details on how to apply.
• You will be paid the Westpac Capital Notes 6 Distribution of $1.3657 on 18 December 2023
for each Participating Westpac Capital Note 6 held on the record date, being 8 December
2023, provided the distribution payment conditions in the Westpac Capital Notes 6 Terms
are satisfied. This is the last distribution you will receive on any Participating Westpac
Capital Notes 6.
• If you choose not to participate or participate partially in the Reinvestment Offer in
respect of only some of your Westpac Capital Notes 6, please see Option 2 below in
respect of any Non-Participating Westpac Capital Notes 6.
Option 2 – Do not
participate in the
Reinvestment Offer
• If you are a Non-Participating Westpac Capital Notes 6 Holder, no further action is
required and you can continue to hold your Non-Participating Westpac Capital Notes 6,
which will be dealt with in accordance with the Westpac Capital Notes 6 Terms.
• You will continue to be paid distributions on Non-Participating Westpac Capital Notes
6 in accordance with the Westpac Capital Notes 6 Terms, including the intended
final Westpac Capital Notes 6 distribution on 31 July 2024, provided the distribution
payment conditions in the Westpac Capital Notes 6 Terms are satisfied.
• Westpac intends to redeem all remaining Westpac Capital Notes 6 on 31 July 2024. If
the intended redemption were to occur, you will be paid the redemption proceeds of
$100 per Non-Participating Westpac Capital Note 6 that you still hold on that date.
3

• Non-Participating Westpac Capital Notes 6 Holders may choose to sell their Non-
Participating Westpac Capital Notes 6 on the ASX at the prevailing market price,
which may be higher or lower than the redemption proceeds of $100 (if the intended
redemption were to occur). You may be required to pay applicable brokerage if you
choose to sell Westpac Capital Notes 6 on the ASX.
• It is expected that trading (and off-market trading) for Westpac Capital Notes 6 will
cease prior to 31 July 2024.
Note:
3. APRA has approved the redemption of Westpac Capital Notes 6. The intended redemption of the Westpac Capital Notes 6 does not imply or
indicate that Westpac will in the future exercise any right it may have to redeem any other outstanding regulatory capital instruments issued
by Westpac. Any such future redemption would also be subject to APRA’s prior written approval (which may or may not be given).

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APPENDIX
A
APPENDIX
B47
3.4 Key differences between Westpac Capital Notes 10 and Westpac Capital Notes 6
The terms and conditions of Westpac Capital Notes 6 and Westpac Capital Notes 10 are similar. However, there are some
key differences between Westpac Capital Notes 6 and the Westpac Capital Notes 10 which you should be aware of
before deciding whether to reinvest your Westpac Capital Notes 6 under the Reinvestment Offer.
The following table describes the key features of Westpac Capital Notes 6 and the Westpac Capital Notes 10 and
highlights the differences between them. This table is not an exhaustive description of the differences between Westpac
Capital Notes 6 and the Westpac Capital Notes 10. If you have any questions about the differences between Westpac
Capital Notes 6 and the Westpac Capital Notes 10, you should seek advice from your Syndicate Broker, financial or other
professional adviser before deciding to invest in the Westpac Capital Notes 10.
Westpac Capital Notes 10Westpac Capital Notes 6
IssuerWestpac
Issue price$100
ASX codeWBCPM
4
WBCPI
Legal formNote – unsecured subordinated debt obligation
DistributionsDiscretionary, non-cumulative,
floating rate Distributions, payable
quarterly in arrear, subject to the
satisfaction of the Distribution
Payment Conditions
Discretionary, non-cumulative,
floating rate distributions, payable
quarterly in arrear, subject to the
satisfaction of distribution payment
conditions
Expected to be fully frankedYe s
Distribution rate(3 month BBSW rate + margin) x (1 – tax rate)
MarginMargin is expected to be in the range
of 3.10% to 3.30% per annum and
will be determined at the end of the
Bookbuild
margin of 3.70% per annum
Maturity dateNo fixed maturity date but scheduled
to Convert into Ordinary Shares on
22 June 2034 (subject to satisfaction
of the Scheduled Conversion
Conditions)
No fixed maturity date but scheduled
to convert into Ordinary Shares on 31
July 2026 (subject to satisfaction of
scheduled conversion conditions)
Redemption at the issuer’s
option (subject to APRA’s prior
written approval)
Yes, on 22 September 2031,
22 December 2031, 22 March 2032 or
22 June 2032, and in certain specified
circumstances (as described in
Section 2.3)
Yes, on 31 July 2024 and in certain
specified circumstances
Transfer to a nominated party at
the issuer’s option
Yes, on 22 September 2031,
22 December 2031, 22 March 2032 or
22 June 2032, and in certain specified
circumstances (see Section 2.3)
Yes, in respect of Participating
Westpac Capital Notes 6 on 18
December 2023 or in respect of Non-
Participating Westpac Capital Notes
6 on 31 July 2024.
Potential conversion to Ordinary
Shares (other than on a Capital
Trigger Event or Non-Viability
Trigger Event)
Yes, Scheduled Conversion on
22 June 2034 (as described in
Section 2.2), Optional Conversion
(as described in Section 2.4) or
following an Acquisition Event
(as described in Section 2.6), each
being subject to certain conditions
Yes, scheduled conversion on 31 July
2026, optional conversion on 31 July
2024 or following occurrence of a
tax event or regulatory event, or
following an acquisition event, in each
case subject to certain conditions
Note:
4. The Westpac Capital 10 Notes will be issued under the DDO Laws and, as a result, the Offer has different investor eligibility requirements as
compared to the Westpac Capital Notes 6 offer, which was completed before the DDO Laws came into effect. Section 6.1.20 describes the risk
that the liquidity of existing instruments and new instruments (such as Westpac Capital Notes 10) may be affected by the new DDO Laws.

WESTPAC CAPITAL NOTES 10
48
3. REINVESTMENT OFFER FOR WESTPAC CAPITAL NOTES 6
Westpac Capital Notes 10Westpac Capital Notes 6
Conversion to Ordinary Shares
on a Capital Trigger Event or
Non-Viability Trigger Event
Yes, following a Capital Trigger Event or Non-Viability Trigger Event
If a Capital Trigger Event or Non-Viability Trigger Event occurs and Conversion
of the notes does not occur for any reason 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), then all rights in relation to those notes
will be terminated (written-off) immediately on the Capital Trigger Event
Conversion Date or Non-Viability Trigger Event Conversion Date (as the case
may be) and holders will lose all of the value of their investment in those notes
and they will not receive any compensation or unpaid distributions
In the event of Conversion following a Capital Trigger Event or Non-Viability
Trigger Event the Maximum Conversion Number may limit the number of
Ordinary Shares to be issued. See Section 2.5.5, which applies equally to
Westpac Capital Notes 10 and Westpac Capital Notes 6
Ranking in a Winding Up of
Westpac
If notes are on issue at the time of a Winding Up, they will rank ahead of
Ordinary Shares, equally among themselves and with all Equal Ranking Capital
Securities and behind Senior Creditors (including depositors and holders of
Westpac’s senior or less subordinated debt) of Westpac
However, it is likely that a Capital Trigger Event or Non-Viability Trigger Event
would occur prior to a Winding Up
If notes have been Converted into Ordinary Shares, holders will become
holders of Ordinary Shares and will rank equally with other holders of Ordinary
Shares
If conversion is not possible following a Capital Trigger Event or a Non-
Viability Trigger Event, all rights in relation to those notes will be terminated
(written-off) immediately on the Capital Trigger Event Conversion Date or
Non-Viability Trigger Event Conversion Date (as the case may be) and holders
will lose all the value of their investment in those notes and they will not
receive any compensation or unpaid distributions. In these circumstances,
those notes will have no ranking in a Winding Up and holders are likely to be
worse off than holders of Ordinary Shares
3.5 Risks associated with the Reinvestment Offer
TopicSummary
3.5.1 What are
the risks
associated
with the
Reinvestment
Offer?
The Reinvestment Offer is not a simple rollover into a similar investment. By participating
in the Reinvestment Offer, you will be making an investment in Westpac Capital Notes 10.
For further information about the risks relating to an investment in Westpac Capital Notes
10 and in Westpac, see Section 6. These risks should be considered carefully before you
apply to reinvest in Westpac Capital Notes 10 under the Reinvestment Offer or apply for
additional Westpac Capital Notes 10.
There are also the risks that you may not receive the full Allocation of Westpac Capital
Notes 10 that you apply for or that the Offer does not proceed (and the transfer of
Participating Westpac Capital Notes 6 does not occur). See Option 2 in Section 3.3 and
Section 3.6.4 for further details.
If following the Reinvestment Offer, you hold both Westpac Capital Notes 10 and any Non-
Participating Westpac Capital Notes 6, you will hold two securities with different terms
and conditions until your Non-Participating Westpac Capital Notes 6 are redeemed as
intended by Westpac (for $100 per Westpac Capital Note 6).
Following the Reinvestment Offer, it is expected that the number of Westpac Capital
Notes 6 on issue will be significantly reduced, which may impact on the liquidity of the
Westpac Capital Notes 6 while they remain on issue.