Westpac Capital Notes 6

Westpac Capital Notes 6 (Notes) are fully paid, non-cumulative, convertible, transferable, redeemable, subordinated, perpetual, unsecured notes issued by Westpac which trade on the ASX under the ASX code WBCPI.

Distributions on Westpac Capital Notes 6

Notes pay fully franked, non-cumulative floating rate Distributions quarterly in arrear (subject to the Distribution Payment Conditions). Distributions are expected to be paid on 18 March, 18 June, 18 September and 18 December of each year (commencing on 18 March 2019), until the Notes are Converted or Redeemed.

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)

The Distribution Rate will vary each quarter based on changes in the 3 month BBSW Rate.

The Margin is 3.70% per annum and will not change.

Upcoming payment and record dates

Distribution payment date	Relevant record date	Ex-distribution date
18 June 2019	7 June 2019	6 June 2019

Distribution payment history

Distribution payment date	Distribution rate per annum	Cash amount of Distribution per Westpac Capital Notes 6	Number of days in the Distribution period
18 June 2019	3.8732%¹	$0.9763¹	92
18 March 2019	4.0129%	$0.9895	90
¹Expected amount/rate

Key features of the Notes

Term	Perpetual, however, the Notes may be Converted, Redeemed or Transferred as outlined below.
Scheduled Conversion	Scheduled to Convert into Ordinary Shares on 31 July 2026 subject to the satisfaction of the Scheduled Conversion Conditions. Please see Section 2.2 of the Prospectus for further information about Conversion on the Scheduled Conversion Date.
Optional Conversion/Redemption/Transfer	Westpac may elect to Convert into Ordinary Shares (subject to certain conditions), Redeem (if APRA gives its prior written approval, which may or may not be given), or Transfer: all or some of the Notes on 31 July 2024; or all (but not some) of the Notes following a Tax Event or Regulatory Event. Please see Sections 2.3 and 2.4 of the Prospectus for further information about optional Conversion, Redemption and Transfer.
Capital or Non-Viability Trigger Events	Westpac must Convert all or some of the Notes into Ordinary Shares immediately upon a Capital Trigger Event or a Non-Viability Trigger Event. The number of Ordinary Shares that Holders receive in these circumstances is limited by a Maximum Conversion Number (as required by APRA) and Holders may suffer loss as a consequence. 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 (as the case may be), all rights attached to the Notes will be terminated and the investment will lose all of its value. Please see Section 2.5 of the Prospectus for further information about Conversion upon a Capital Trigger Event and Non-Viability Trigger Event.
Acquisition Event	Westpac must Convert all of the Notes into Ordinary Shares following an Acquisition Event, subject to certain conditions. Please see Section 2.6 of the Prospectus for further information about Conversion upon an Acquisition Event.
Holders' right to request early Conversion/Redemption/Transfer	Holders have no right to request Conversion, Redemption or Transfer for any reason. To realise their investment, Holders may sell their Notes on ASX at the prevailing market price. Westpac does not guarantee that Holders will be able to sell Notes on ASX at an acceptable price or at all.
Winding Up	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 for payment: ahead of Ordinary Shares; equally with all 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.
Risks	There are risks associated with an investment in the Notes, many of which are outside the control of Westpac. These risks and uncertainties include those referred to in the Prospectus, but they may not be the only ones Westpac faces. Please see Section 5 of the Prospectus for further information about some of the key risks of investing in the Notes and in Westpac.

CAUTION - Westpac Capital Notes 6 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.

The Notes are not deposit liabilities or protected accounts of Westpac for the purposes of the Banking Act 1959 (Cth) or the 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). Therefore, the Notes are not guaranteed or insured by the Australian Government, any government agency or compensation scheme of Australia or any jurisdiction.

The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933 (U.S. Securities Act) or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, delivered or transferred in the United States or to, or for the account or benefit of, any U.S. person (as defined in Regulation S under the U.S. Securities Act). None of the Prospectus, or any Application Form or any other materials relating to the Offer may be distributed in the United States.

Key dates for Westpac Capital Notes 6

Issue Date	18 December 2018
Commencement of deferred settlement trading	19 December 2018
Commencement of normal settlement trading	24 December 2018
Record Date for first Distribution	8 March 2019
First Distribution Payment Date¹	18 March 2019
Option for Westpac to Convert², Redeem³ or Transfer the Notes	31 July 2024
Scheduled Conversion Date⁴	31 July 2026

Except as otherwise specified in the Westpac Capital Notes 6 Terms, if any of these dates are not Business Days and an event under the Westpac Capital Notes 6 Terms is stipulated to occur on that date, then the event will occur on the next Business Day.

^{1. Distributions are payable quarterly, subject to satisfaction of the Distribution Payment Conditions – see Prospectus Section 2.1.9.
2. Subject to satisfaction of the Optional Conversion Restriction – see Prospectus Section 2.4.2.
3. There can be no certainty that APRA will provide its prior written approval for any such Redemption.
4. Conversion of the Notes to Ordinary Shares on this date is subject to satisfaction of the Scheduled Conversion Conditions – see Prospectus Section 2.2.3.}

Prospectus and Notes Deed Poll

Prospectus (PDF 1MB), relating to Westpac Capital Notes 6, dated 20 November 2018.

Notes Deed Poll (PDF 1MB), relating to Westpac Capital Notes 6, dated 19 November 2018.

Refer to the Prospectus for information regarding the Notes Deed Poll.

Announcements and investor presentation

ATO Class Ruling

On 16 January 2019, the Australian Taxation Office issued a Class Ruling, which confirms the Australian tax consequences for certain holders of Westpac Capital Notes 6. You can view a copy of the Class Ruling here. ATO Class Ruling (PDF 213KB)

Guidance for retail investors

ASIC Guidance
Further guidance on investing in bank hybrid securities can be found on ASIC’s MoneySmart website.

A free copy of the ASIC guidance may be obtained by calling ASIC on 1300 300 630 (from within Australia) or +61 3 5177 3988 (from outside Australia).

Westpac's Guide to Bank Hybrids
Westpac’s Guide to Bank Hybrids is a web-based guide that may help investors understand some of the typical features and risks associated with an investment in bank hybrid securities.

The Guide to Bank Hybrids may be helpful when you are considering an investment in the Notes.

Professional Advice
This website and information in the 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. In deciding whether to invest in Notes, you should read the Prospectus in its entirety (including the investment risks in Sections 1.5 and 5) and seek professional advice from a financial adviser or other professional adviser.

You can speak to your stockbroker, solicitor, accountant or other independent and qualified professional adviser about the Offer and the Notes. You can also find a financial adviser that suits you on the following websites:

Please be aware that consultation with a financial adviser will likely incur fees and costs and may take time to complete.

Things you should know

More information

If you have any questions regarding the Notes, please call the Westpac Capital Notes 6 Information Line (Monday to Friday, 8.30am to 5.30pm, Sydney time) on 1300 653 497 (within Australia) and +61 1300 653 497 (from outside Australia).

Unless otherwise defined, capitalised terms used on this website have the same meaning as those in the Prospectus. A reference to ‘Prospectus’ on this website is a reference to either the original Prospectus or any supplementary or replacement Prospectus (including the electronic form of the Prospectus) in relation to the Offer (as the context requires).

Terms and conditions document (PDF 92KB)