Appendix 3B (updated)

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Name of entity

Westpac Banking Corporation (Westpac)

ABN33 007 457 141

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

  • 1 Class of securities issued or to be issued

  • 2 Number of securities issued or to be issued (if known) or maximum number which may be issued

    Two classes of securities have been issued:

    • 1. Tranche No. 1 of Series 2019-2 fully paid senior floating rate medium term notes due April 2024 ("Series 2019-2 Notes"); and

    • 2. Tranche No. 1 of Series 2019-3 fully paid senior fixed rate medium term notes due April 2024 ("Series 2019-3 Notes").

    1.

    19,000 Series 2019-2 Notes.

    2. 3,500 Series 2019-3 Notes.

  • 3 Principal terms of the securities (eg, if options, exercise price and expiry date; if partly paid securities, the amount outstanding and due dates for payment; if convertible securities, the conversion price and dates for conversion)

    The Series 2019-2 Notes are fully paid senior notes paying floating rate interest in denominations of A$100,000.

    The Series 2019-3 Notes are fully paid senior notes paying fixed rate interest in denominations of A$100,000.

  • 4 Do the securities rank equally in all respects from the issue date with an existing class of quoted securities?

    If the additional securities do not rank equally, please state:

    • the date from which they do

    • the extent to which theyYes.

The Series 2019-2 Notes and the Series 2019-3 Notes rank equally for payment in a winding up with all other unsecured and unsubordinated obligations of Westpac.

The Series 2019-2 Notes and the Series 2019-3 Notes rank ahead for payment in a winding up of all unsecured and

participate for the next dividend, (in the case of a trust, distribution) or interest payment

  • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest paymentsubordinated obligations of Westpac.

The Series 2019-2 Notes and the Series 2019-3 Notes rank ahead of all ordinary shares of Westpac.

  • 5 Issue price or consideration

  • 6 Purpose of the issue

    (If issued as consideration for the acquisition of assets, clearly identify those assets)

    • 1. Series 2019-2 Notes: A$100,000 fully paid per note.

    • 2. Series 2019-3 Notes: A$99,760 fully paid per note.

    The net proceeds of the issue of the Series 2019-2 Notes and the Series 2019-3 Notes will be used for Westpac's general corporate purposes.

  • 6a Is the entity an eligible entityNot Applicablethat has obtained security holder approval under rule 7.1A?

    If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

  • 6b The date the security holderNot Applicableresolution under rule 7.1A was passed

  • 6c Number of securities issuedNot Applicablewithout security holder approval under rule 7.1

  • 6d Number of securities issued withNot Applicablesecurity holder approval under rule 7.1A

  • 6e Number of securities issued withNot Applicablesecurity holder approval under rule 7.3, or another specific security holder approval (specify date of meeting)

  • 6f Number of securities issuedNot Applicableunder an exception in rule 7.2

  • 6g If securities issued under ruleNot Applicable7.1A, was issue price at least

75% of 15 day VWAP as calculated under rule 7.1A.3? Include the issue date and both values. Include the source of the VWAP calculation.

  • 6h If securities were issued under rule 7.1A for non-cash consideration, state date on which valuation of consideration was released to ASX Market Announcements

    Not Applicable

  • 6i Calculate the entity's remaining issue capacity under rule 7.1 and rule 7.1A - complete Annexure 1 and release to ASX Market Announcements

    Not Applicable

  • 7 Issue dates

    Note: The issue date may be

    prescribed by ASX (refer to the

    definition of issue date in rule

    19.12). For example, the issue date

    for a pro rata entitlement issue must

    comply with the applicable timetable

    in Appendix 7A.

  • 8 Number and class of all securities quoted on ASX

    (including the securities in clause

    2 if applicable)

Number

Class

3,447,571,023

Fully Paid Ordinary Shares

3,900

Series 2010-1 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHAM

14,674

Series 2014-1 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHBB

10,500

Series 2014-2 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHBC

10,000

Series 2014-3 Fully Paid Subordinated Floating Rate Medium Term Notes ASX Code WBCHBD

24,500

Series 2015-1 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHBF

3,250

Series 2015-2 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHBE

27,000

Series 2015-9 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHBI

3,447,571,023 Fully Paid Ordinary Shares

14,674 10,500 10,000 24,500 3,250 27,000

Series 2014-1 Fully Paid Senior Floating Rate

Series 2014-2 Fully Paid Senior Fixed Rate

Series 2014-3 Fully Paid Subordinated Floating

Series 2015-1 Fully Paid Senior Floating Rate

Series 2015-2 Fully Paid Senior Fixed Rate

Series 2015-9 Fully Paid Senior Floating Rate

2,000

Series 2015-10 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHBJ

30,500

Series 2015-15 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHBL

1,750

Series 2015-16 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHBM

4,250

Series 2015-20 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHBN

7,000

Series 2016-1 Fully Paid Subordinated Floating Rate Medium Term Notes ASX Code WBCHBP

18,928

Series 2016-2 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHBQ

5,000

Series 2016-3 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHBR

21,000

Series 2016-4 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHBS

23,500

Series 2017-1 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHBX

2,500

Series 2017-2 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHBY

23,750

Series 2017-5 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHCC

3,000

Series 2017-6 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHCD

2,500

Series 2018-1 Fully Paid Subordinated Floating Rate Medium Term Notes ASX Code WBCHCF

23,500

Series 2018-2 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHCH

2,500

Series 2018-3 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHCI

500

Series 2018-4 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHCJ

7,250

Series 2018-5 Fully Paid Subordinated Floating Rate Medium Term Notes ASX Code WBCHCK

500

Series 2018-6 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHCL

5,500

Series 2018-7 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHCM

15,000

Series 2018-8 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHCN

3,000

Series 2018-9 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHCO

24,500

Series 2018-10 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHCP

2,000 30,500 1,750 4,250 7,000 18,928 5,000 21,000 23,500 2,500 23,750 3,000 2,500

23,500 2,500 500 7,250 500 5,500 15,000 3,000 24,500

Series 2015-10 Fully Paid Senior Fixed Rate

Series 2015-15 Fully Paid Senior Floating Rate

Series 2015-16 Fully Paid Senior Fixed Rate

Series 2015-20 Fully Paid Senior Fixed Rate

Series 2016-1 Fully Paid Subordinated Floating

Series 2016-2 Fully Paid Senior Floating Rate

Series 2016-3 Fully Paid Senior Fixed Rate

Series 2016-4 Fully Paid Senior Floating Rate

Series 2017-1 Fully Paid Senior Floating Rate

Series 2017-2 Fully Paid Senior Fixed Rate

Series 2017-5 Fully Paid Senior Floating Rate

Series 2017-6 Fully Paid Senior Fixed Rate

Series 2018-1 Fully Paid Subordinated FloatingSeries 2018-2 Fully Paid Senior Floating Rate

Series

2018-3

Fully Paid Senior Fixed Rate

Series

2018-4

Fully Paid Senior Fixed Rate

Series 2018-5 Fully Paid Subordinated Floating

Series 2018-6 Fully Paid Senior Fixed Rate

Series 2018-7 Fully Paid Senior Floating Rate

Series 2018-8 Fully Paid Senior Floating Rate

Series 2018-9 Fully Paid Senior Fixed Rate

Series 2018-10 Fully Paid Senior Floating Rate

400

Series 2019-1 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHCQ

19,000

Series 2019-2 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHCR

3,500

Series 2019-3 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHCS

6,619,687

Westpac Capital Notes ASX Code WBCPD

13,105,705

Westpac Capital Notes 2 ASX Code WBCPE

13,244,280

Westpac Capital Notes 3 ASX Code WBCPF

17,020,534

Westpac Capital Notes 4 ASX Code WBCPG

16,903,383

Westpac Capital Notes 5 ASX Code WBCPH

14,230,580

Westpac Capital Notes 6 ASX Code WBCPI

Series 1183 CNY1,250,000,000 Fixed Rate Subordinated Instruments due February 2025 ASX Code WBCHBG

Series 1187 AUD350,000,000 Fixed Rate Instruments due March 2027 ASX Code WBCHBHSubordinated

Series 1198 SGD325,000,000 Fixed Rate Instruments due August 2027 ASX Code WBCHBKSubordinated

Series 1227 USD100,000,000 Fixed Rate Subordinated Instruments due February 2046 ASX Code WBCHBO

Series 1267 JPY10,000,000,000 Fixed Rate Subordinated Instruments due June 2026 ASX Code WBCHBT

Series 1269 AUD175,000,000 Fixed Rate Instruments due June 2028 ASX Code WBCHBUSubordinated

Series 1331 HKD600,000,000 Fixed Rate Instruments due July 2027 ASX Code WBCHBZSubordinated

Series 1333 AUD350,000,000 Fixed Rate Instruments due August 2029 ASX Code WBCHCASubordinated

Series 1361 AUD185,000,000 Fixed Rate Subordinated Instruments due February 2048 ASX Code WBCHCE

Series 1371 AUD130,000,000 Fixed Rate Instruments due March 2048 ASX Code WBCHCGSubordinated

Number

Class

840,679

Chief Executive Officer Long Term Variable Reward Plan

833,967

Westpac Performance Plan

4,195,679

Westpac Long Term Variable Reward Plan

USD1.25 billion 5.00% Fixed Rate Resetting Perpetual Subordinated Contingent Convertible Securities

Series

1183

Series

1187

AUD350,000,000

Fixed

Rate

Subordinated

Series

1198

SGD325,000,000

Fixed

Rate

Subordinated

Series

1227

USD100,000,000

Fixed

Rate

Subordinated

Series

1267

JPY10,000,

Series

1269

AUD175,000,000

Fixed

Rate

Subordinated

Series

1331

HKD600,000,000

Fixed

Rate

Subordinated

Series

1333

AUD350,000,000

Fixed

Rate

Subordinated

Series

1361

AUD185,000,000

Fixed

Rate

Subordinated

Series

1371

AUD130,000,000

Fixed

Rate

Subordinated

Class

Number

Appendix 3B

New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

400

Series 2019-1 Fully Paid Senior Fixed Rate

19,000

Series 2019-2 Fully Paid Senior Floating Rate

3,500

Series 2019-3 Fully Paid Senior Fixed Rate

6,619,687

Westpac Capital Notes ASX Code WBCPD

13,105,705

Westpac Capital Notes 2 ASX Code WBCPE

13,244,280

Westpac Capital Notes 3 ASX Code WBCPF

17,020,534

Westpac Capital Notes 4 ASX Code WBCPG

16,903,383

Westpac Capital Notes 5 ASX Code WBCPH

14,230,580

Westpac Capital Notes 6 ASX Code WBCPI

CNY1,250,000,

9

Number and class of all securities not quoted on ASX (including the securities in clause 2 if applicable)

833,967 4,195,679

Westpac Performance Plan

Westpac Long Term Variable Reward PlanUSD1.25 billion 5.00% Fix

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Disclaimer

Westpac Banking Corporation published this content on 25 January 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 25 January 2019 09:18:01 UTC