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Westpac Capital Notes 7 Prospectus and Westpac Capital Notes 3 Reinvestment Offer Information

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Westpac Capital Notes 7 Prospectus and Westpac Capital Notes 3 Reinvestment Offer Information Westpac Capital Notes 7 Prospectus and Westpac Capital Notes 3 Reinvestment Offer Information Issuer Date of this Prospectus Westpac Banking Corporation 13 November 2020 ABN 33 007 457 141 Arranger Joint Lead Managers Co-Managers Westpac Institutional Bank Westpac Institutional Bank Bell Potter Securities Limited ANZ Securities Limited Citigroup Global Markets Australia Pty Limited Commonwealth Bank of Australia E&P Corporate Advisory Pty Limited Morgans Financial Limited Ord Minnett Limited Shaw and Partners Limited CAUTION – Westpac Capital Notes 7 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. Restrictions in foreign jurisdictions Important notices 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, About this Prospectus it would not be lawful to make such an offer. No action has been taken to This Prospectus relates to the offer of Westpac Capital Notes 7 (“Notes”) at register or qualify the Notes or the Offer or to otherwise permit a public an Issue Price of $100 each to raise approximately $1.4 billion with the ability offering of the Notes in any jurisdiction outside Australia. The distribution to raise more or less. of this Prospectus (including an electronic copy) in jurisdictions outside The Westpac Capital Notes 7 offered under this Prospectus are designated as Australia may be restricted by law. Series 2020-1. You should read the foreign selling restrictions (including, in particular, the This Prospectus is dated 13 November 2020 and was lodged with the restrictions in the United States and on US Persons) in Section 7.13. If you Australian Securities and Investments Commission (“ASIC”) on that date. come into possession of this Prospectus in jurisdictions outside Australia, This is a replacement prospectus which replaces the prospectus dated 4 you should seek advice on, and observe, any such restrictions. If you fail November 2020 and lodged with ASIC on that date (“Original Prospectus”). to comply with such restrictions that failure may constitute a violation of ASIC and ASX Limited (“ASX”) take no responsibility for the content of this applicable securities laws. 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 Exposure period of the Original Prospectus (“Expiry Date”) and no Notes will be issued or The Corporations Act prohibits the acceptance of Applications during the transferred on the basis of this Prospectus after the Expiry Date. seven day period after the date the Original Prospectus was lodged with ASIC. This period is referred to as the “exposure period”. The purpose of the Status of Westpac Capital Notes 7 exposure period was to enable the Original Prospectus to be examined by Westpac Capital Notes 7 are fully paid, non-cumulative, convertible, market participants before the Opening Date. transferable, redeemable, subordinated1, perpetual, unsecured notes issued by Westpac. How to access a Prospectus and Apply The Prospectus will only be available via the Offer website at The Notes are not deposit liabilities or protected accounts of Westpac www.westpac.com.au/westpaccapnotes7. for the purposes of the Banking Act or Financial Claims Scheme and are not subject to the depositor protection provisions of Australian banking During the Offer Period: legislation (including the Australian Government guarantee of certain bank • Eligible Westpac Capital Notes 3 Holders may apply for Notes by deposits). following the Reinvestment Application instructions via the Offer website at www.westpac.com.au/westpaccapnotes7; Investment-type products are subject to investment risk, including possible delays in payment and loss of income and principal invested. Except as • Eligible Securityholders may apply for Notes by following the required by law, and only to the extent so required, neither Westpac nor Securityholder Application instructions via the Offer website at any other person in any way warrants or guarantees the capital value or www.westpac.com.au/westpaccapnotes7; and performance of the Notes, the performance of Westpac or any particular • Broker Firm Applicants can access a copy of this Prospectus, including rate of return on any investment made under this Prospectus. If a Capital a Broker Firm Application Form, by downloading an electronic copy at Trigger Event or Non-Viability Trigger Event occurs, Westpac will be required www.westpac.com.au/westpaccapnotes7 or from their Syndicate Broker. 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 The Prospectus is only available electronically to persons accessing on the fifth Business Day after the Capital Trigger Event Conversion Date and downloading it in Australia. If you access an electronic copy of this or Non-Viability Trigger Event Conversion Date (as the case may be), then: Prospectus, you should ensure that you download and read the entire (i) those Notes will not be Converted in respect of such Capital Trigger Prospectus. Event or Non-Viability Trigger Event (as the case may be) and will not be The Corporations Act prohibits any person from passing the Broker Firm Converted, Redeemed or Transferred on any subsequent date; (ii) all rights in Application Form on to another person unless it is attached to the complete relation to those Notes will be terminated immediately on the Capital Trigger and unaltered electronic version of this Prospectus. Event Conversion Date or Non-Viability Trigger Event Conversion Date (as For information on who is eligible to apply for any Notes under the Offer and the case may be); and (iii) Holders will suffer loss as a consequence). how to make an Application – see Section 8 and the Broker Firm Application If Conversion occurs in these circumstances, Holders may (in the case of a Form or the online Reinvestment Application instructions or online Capital Trigger Event) and are likely to (in the case of a Non-Viability Trigger Securityholder Application instructions (as applicable). 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 No withdrawal of Application Face Value of the Notes, they will suffer loss as a consequence. You cannot withdraw your Application once it has been lodged, except as permitted under the Corporations Act. Defined words and expressions Some words and expressions used in this Prospectus are capitalised as Refunds they have defined meanings. The Glossary in Appendix A and clause 16.2 of If you are Allocated less than the number of Notes that you applied for, you the Westpac Capital Notes 7 Terms in Appendix B define these words and will receive a refund as soon as possible after the Issue Date. If the Offer expressions. does not proceed, any Application Payment you have made will be refunded A reference to time in this Prospectus is to Sydney time, unless otherwise to you. No interest will be payable on Application Payments. stated. A reference to $, A$, dollars and cents is to Australian currency, unless otherwise stated. Trading in Westpac Capital Notes 7 It is your responsibility to determine your Allocation before trading in No representations other than in this Prospectus Notes to avoid the risk of selling Notes you do not own. To assist you in You should rely only on information in this Prospectus. No person is determining your Allocation before the receipt of your Holding Statement, authorised to provide any information or to make any representations in you may call the Westpac Capital Notes 7 Information Line (Monday connection with the Offer which are not contained in this Prospectus. Any to Friday, 8.30am to 5.30pm, Sydney time) on 1300 668 378 (within information or representations not contained in this Prospectus may not be Australia) and +61 1300 668 378 (from outside Australia) if you are an relied upon as having been authorised by Westpac in connection with the Eligible Securityholder, or contact your Syndicate Broker if you are a Broker Offer. Firm Applicant. If you sell Notes before you receive confirmation of your Allocation, you do so at your own risk. Past performance information The financial information provided in this Prospectus is for information Providing personal information purposes only and is not a forecast of operating results to be expected You will be asked to provide personal information to Westpac (directly or via in future periods. Past performance is not a reliable indication of future its agents, including the Registrar) if you apply for any Notes. See Section 7.14 performance. for information on how Westpac (and its agents, including the Registrar on its This Prospectus does not provide investment advice – you should seek your behalf) collects, holds and uses this personal information. You can also obtain own professional investment advice a copy of Westpac’s privacy policy at www.westpac.com.au/privacy. The information in this Prospectus is not investment advice and has Incorporation by reference been prepared without taking into account your investment objectives, Information contained in or accessible through the documents or websites financial situation and particular needs (including financial and taxation mentioned in this Prospectus does not form part of this Prospectus unless considerations) as an investor. You should consider the appropriateness it is specifically stated that the document or website is incorporated by of the Notes having regard to these factors before deciding to apply for reference and forms part of this Prospectus.
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