Issuer

Westpac Banking Corporation

Base Terms

Debt Issuance Programme dated 5 March 2014

Pricing Supplement

Dated 26 October 2017

Nature of the Bonds

Direct, unconditional, unsubordinated and unsecured obligations of the Issuer and rank equally without any preference among themselves and, in a Winding-Up, at least equally with all other unsubordinated and unsecured obligations of the Issuer, present and future, save for certain mandatory exceptions provided by law.

The Bonds are not protected accounts for the purposes of the Banking Act. In addition, the Bonds are not guaranteed or insured by the Australian Government or under any compensation scheme of the Australian Government, or by any other government, under any other compensation scheme or by any government agency or any other party.

Coupon Schedule to Maturity

• 27 January 2019
• 27 April 2019
• 27 July 2019
• 27 October 2019
• 27 January 2020
• 27 April 2020
• 27 July 2020
• 27 October 2020
• 27 January 2021
• 27 April 2021
• 27 July 2021
• 27 October 2021
• 27 January 2022
• 27 April 2022
• 27 July 2022
• 27 October 2022 - Maturity Date

Issue Size

A$2,375,000,000

Issue Date

30 October  2017

Maturity Date

27 October 2022

Interest Rate

3 month Bank Bill Rate plus 0.81%, payable in arrears on 27 January, 27 April, 27 July and 27 October in each year, including the Maturity Date.

Reset Dates

27 January, 27 April, 27 July and 27 October in each year.

Reference Rate

3 Month BBSW

Interest Margin

0.81%

Bond Denomination

A$100,000

Public Offer Test

At the time the Bonds were first issued, the Public Offer Test was complied with by the Issuer.

Repayment at Par on the Maturity Date

On the Maturity Date, bondholders are scheduled to receive the Face Value and the final Coupon Payment for the last Interest Period.

Key Risks

The value of an investment in the bonds may fluctuate due to various factors, including investor perceptions, worldwide economic conditions, interest rates, debt market conditions and factors that may affect the Issuer’s financial performance. The following risks may also affect an investment in the bonds:

• Lack of liquidity - in the secondary market for the bonds;
• Interest rate risks – bondholders may suffer unforeseen losses due to fluctuations in interest rates;
• Regulatory risks - The banking industry in Australia is highly regulated, and regulatory changes may adversely impact affect the Issuer’s financial performance;
• Litigation risks - Risks relating to litigation and regulatory actions;
• Operational risks - The risk of loss resulting from inadequate internal processes and controls, people and systems or from external events;
• Default risk - if an event of default occurs under the bonds, or the Issuer fails to perform any obligation in relation to the bonds, such event or failure may impact on the value of an investment in the bonds, the transferability of the bonds and the ability of a holder to recover amounts due under the bonds.

Key Benefits

Key benefits include:

• Interest paid quarterly in arrears;
• Interest paid is floating rate;
• Interest paid as 100% cash;
• Interest is not deferrable nor are interest payments discretionary;
• Rank equally with all other senior and unsecured creditors of the Issuer.

Early Redemption by Issuer

Yes, for tax reasons

Events of Default

Events of Default include:

• Payment Default: Applicable with a 14 day cure period for interest payments and a 7 day cure period for principal payments;
• Breach of other obligations: Applicable, with a 30 day cure period;
• Insolvency / Winding Up: Applicable;
• Enforcement against assets: Applicable, with a cure period of 30 days, and must materially prejudice the performance by the Issuer of its obligations under the bonds;
• Cessation of business:  the Issuer ceases to carry on all or substantially all of its business other than under or in connection with a solvent reconstruction.