28th July 2016 Westpac Banking Corporation, acting through its Sydney head office, has announced that it is making an offer of up to NZ$250 million of unsecured, subordinated, fixed rate notes with the ability to accept unlimited oversubscriptions. JBWere has been appointed as a co-manager for this transaction. The Offer will open on 5 August 2016 and is expected to close on 26 August 2016.The proceeds received under the Offer will be used by Westpac for general business purposes Issuer Westpac Banking Corporation, acting through its head office, Sydney ABN 33 007 457 141 (Westpac) Issue Amount Up to NZ$250 million. Westpac may accept unlimited oversubscriptions at its discretion Description of the Notes Unsecured, subordinated, fixed rate debt securities. In certain circumstances, the Notes may be repaid early or, if a Non-Viability Trigger Event occurs, Converted into fully paid ordinary shares in Westpac (Westpac Shares) or Written Off Purpose The proceeds received under the Offer will be used by Westpac for general business purposes Issue Date 1 September 2016 First Optional Redemption Date 1 September 2021 (but see "Optional Early Redemption" below) Maturity Date 1 September 2026 Optional Early Redemption Westpac may at its option: repay some or all of the Notes on any Interest Payment Date on or after the Interest Payment Date falling on the First Optional Redemption Date; and repay all (but not some) of the Notes on an Interest Payment Date following the occurrence of a Regulatory Event or Tax Event Optional early redemption is subject to certain conditions, including APRA’s prior written approval (which APRA may not provide) and Westpac satisfying the solvency condition Holders have no right to request early redemption, and holders should not assume that Westpac will elect to repay the Notes prior to the Maturity Date Conversion following a Non-Viability Trigger Event Some or all of the Notes may be Converted into Westpac Shares if a Non-Viability Trigger Event occurs. A Non-Viability Trigger Event occurs if APRA notifies Westpac in writing that it believes: the Conversion of some or all of the Notes, or conversion, write off or write down of all or some capital instruments of the Westpac Group; or a public sector injection of capital or equivalent support, is, in each case, necessary because without it, Westpac would become non-viable. This may occur if Westpac encounters severe financial difficulty Interest Rate The Notes will pay a fixed rate of interest, which will likely change on the First Optional Redemption DateThe Interest Rate for the period from the Issue Date to (but not including) the First Optional Redemption Date will be the sum of the 5 Year Swap Rate (a benchmark interest rate for a term of 5 years) on the Rate Set Date and the MarginThe Interest Rate for the period from (and including) the First Optional Redemption Date to the Maturity Date will be the sum of the 5 Year Swap Rate on the First Optional Redemption Date and the MarginThe Interest Rate that is reset on the First Optional Redemption Date will be announced via NZX on that date Interest Payment Dates Interest is scheduled to be paid in arrears: quarterly, on 1 March, 1 June, 1 September and 1 December each year (or if that day is not a Business Day, the next Business Day), to, but not including, the Maturity Date or an earlier Redemption Date or a Conversion Date, starting on1 December 2016; and on the Maturity Date or an earlier Redemption Date Credit Rating of Notes S&P Global Ratings - Notes Credit Rating: BBB+ A credit rating is not a recommendation to buy, sell or hold the Notes or any securities issued by Westpac. Ratings are subject to suspension, revision or withdrawal at any time. Product Disclosure StatementClick here for the Product Disclosure Statement for this Offer. This is an important document and you should read it in its entirety before considering whether to invest in Westpac Subordinated Notes.Indicative Term SheetClick here for the Term Sheet for this Offer. It must be read in conjunction with the Product Disclosure Statement.Key Investment RisksBefore applying for Westpac Subordinated Notes, you should consider whether Westpac Subordinated Notes are a suitable investment for you. There are risks associated with an investment in Westpac Subordinated Notes and in Westpac. Key investment risks are explained in detail in Section 6 of the Product Disclosure Statement.Note: Westpac Subordinated Notes are complex financial instruments that are not suitable for many investors. If you do not fully understand how they work or the risks associated with them, you should not invest in them.Please contact your JBWere adviser for more information on this offer.