BASE PROSPECTUS estpac Securities NZ Limited (incorporated with limited liability in New Zealand, company number 1859984) U.S.$10,000,000,000 Programme for the Issuance of Debt Instruments Unconditionally and irrevocably guaranteed by XI.4.1.1. estpac New Zealand Limited XI.4.1.1. (incorporated with limited liability in New Zealand, company number 1763882) This base prospectus has been approved by the United Kingdom Financial Conduct Authority (the “FCA”), which is the United Kingdom competent authority for the purposes of Regulation (EU) 2017/1129 (as amended) (the “Prospectus Regulation) as a base prospectus issued in compliance XI.4.1.2. with the Prospectus Regulation for the purpose of giving information with regard to the issue of debt instruments (the “Instruments”) under this programme (the “Programme”) during the period of 12 months after the date hereof (the “Base Prospectus”). The FCA only approves this Base Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer or WNZL (each as defined below) or of the quality of the Instruments that are the subject of this Base Prospectus. Investors should make their own assessment as to the suitability of investing in the Instruments. Application will be made to the London Stock Exchange plc (the “London Stock Exchange”) for such Instruments to be admitted to trading on the London Stock Exchange’s Regulated Market. The London Stock Exchange’s Regulated Market is a regulated market for the purposes of Directive 2014/65/EU, as amended (“MiFID II”). Instruments may also be issued under the Programme on the basis that they will be unlisted or admitted to listing and/or trading by such other or further listing authority and/or stock exchange as may be agreed between the Issuer and the relevant Dealer (both as defined herein). Such instruments shall be “PR Exempt Instruments” being Instruments for which no prospectus is required to be published pursuant to the Prospectus Regulation. Information contained in this Base Prospectus regarding PR Exempt Instruments shall not be deemed to form part of this Base Prospectus and the FCA has neither approved nor reviewed information contained in this Base Prospectus in connection with the offering and sale of PR Exempt Instruments. In the case of PR Exempt Instruments, notice of the aforesaid information which is applicable to each Tranche (as defined herein) will be set out in a pricing supplement document (“Pricing Supplement”). Accordingly, in the case of PR Exempt Instruments, each reference in this Base Prospectus to information being specified or identified in the applicable Final Terms shall be read and construed as a reference to such information being specified or identified in the applicable Pricing Supplement unless the context requires otherwise. This Base Prospectus supersedes any previous Base Prospectus describing the Programme. Any Instruments issued under the Programme on or after the date of this Base Prospectus are issued subject to the provisions described herein. This does not affect any Instruments issued before the date of this Base Prospectus. Factors which could be material for the purpose of assessing the risks associated with the Instruments issued under the Programme are set out on pages 9 to 33 (inclusive) of this Base Prospectus. The Instruments have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from, or not subject to, the registration requirements of the Securities Act. Instruments are being offered only in offshore transactions in accordance with Regulation S under the Securities Act and, in certain limited circumstances, Registered Instruments may be offered only to “qualified institutional buyers” in accordance with Rule 144A under the Securities Act, in each case, in compliance with applicable securities laws. This Base Prospectus is valid for 12 months from its date in relation to Instruments which are to be admitted to trading on a regulated market in the European Economic Area (the “EEA”) and/or offered to the public in the EEA other than in circumstances where an exemption is available under Article 1(4) and/or 3(2) of the Prospectus Regulation. The obligation to supplement this Base Prospectus in the event of a significant new factor, material mistake or material inaccuracy does not apply when this Base Prospectus is no longer valid. Arranger for the Programme UBS Investment Bank Dealers Barclays BNP PARIBAS BofA Securities Citigroup Deutsche Bank Goldman Sachs International HSBC J.P. Morgan Morgan Stanley Nomura UBS Investment Bank Westpac Banking Corporation 11 December 2019 Moody’s Investors Service Pty Limited has assigned Westpac Securities NZ Limited (“WSNZL” or the “Issuer”) a senior unsecured credit rating of A1. The outlook for the rating is stable. The short term credit rating assigned by Moody’s Investors Service Pty Limited to the Issuer is P-1. S&P Global Ratings Australia Pty Limited has assigned Westpac New Zealand Limited (“WNZL”) a senior unsecured credit rating of AA-. The outlook for the rating is stable. The short term credit rating assigned by S&P Global Ratings Australia Pty Limited to WNZL is A-1+. Moody’s Investors Service Pty Limited has assigned WNZL a senior unsecured credit rating of A1. The outlook for the rating is stable. The short term credit rating assigned by Moody’s Investors Service Pty Limited to WNZL is P-1. S&P Global Ratings Australia Pty Limited has assigned the Programme an unsecured and unsubordinated long-term credit rating of AA-. The unsecured and unsubordinated short term credit rating assigned by S&P Global Ratings Australia Pty Limited to the Programme is A-1+. Moody’s Investors Service Pty Limited has assigned the Programme a senior unsecured credit rating of (P)A1. The short term credit rating assigned by Moody’s Investors Service Pty Limited to the Programme is (P)P-1. Neither S&P Global Ratings Australia Pty Limited nor Moody’s Investors Service Pty Limited is established in the European Union or has applied for registration under Regulation (EU) No. 1060/2009 as amended (the “CRA Regulation”). However, S&P Global Ratings Australia Pty Limited is endorsed by S&P Global Ratings Europe Limited and Moody’s Investors Service Pty Limited is endorsed by Moody’s Investors Service Ltd, each of which is established in the European Union and registered under the CRA Regulation. Each of the Issuer and WNZL accepts responsibility for the information contained in this Base Prospectus and each Final Terms or Pricing Supplement, as applicable (as defined herein). To the best of the knowledge of the Issuer and WNZL, the information contained in this Base Prospectus is in accordance with the facts and this Base Prospectus does not omit anything likely to affect the import of such information. References herein to the “Programme Date” are to the date specified on the cover of this Base Prospectus. References herein to the “WBC Group” are to Westpac Banking Corporation (“WBC”) and its controlled entities. References herein to the “WNZL Group” are to WNZL and its controlled entities. This Base Prospectus should be deemed to include any other documents incorporated by reference herein and, in relation to any Series (as defined herein) of Instruments, should be read and construed together with the relevant Final Terms or Pricing Supplement, as applicable. The information on any websites to which this Base Prospectus refers does not form part of this Base Prospectus and has not been scrutinised or approved by the FCA. No person has been authorised by the Issuer or WNZL to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other document entered into in relation to the Programme or any additional written information supplied by the Issuer or WNZL or such other information as has been published in the public domain by the Issuer or WNZL and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuer or WNZL or any Dealer (as defined in the “Subscription and Sale” section in this Base Prospectus). 2 No representation or warranty is made or implied by the Dealers or any of their respective affiliates, and neither the Dealers nor any of their respective affiliates make any representation or warranty, or accept any responsibility, as to the accuracy or completeness of the information contained in this Base Prospectus. Neither the delivery of this Base Prospectus nor any Final Terms or Pricing Supplement, as applicable, nor the offering, sale or delivery of any Instrument shall, in any circumstances, create any implication that the information contained in this Base Prospectus is true subsequent to the date thereof or the date upon which this Base Prospectus has been most recently amended or supplemented or that there has been no adverse change in the financial situation of the Issuer or WNZL since the date thereof or, if later, the date upon which this Base Prospectus has been most recently amended or supplemented or that any other information supplied in connection with this Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same. The distribution of this Base Prospectus and any Final Terms or Pricing Supplement, as applicable, and the offering, sale and delivery of the Instruments in certain jurisdictions may be restricted by law.