Issuer:

Westpac Banking Corporation

Principal Amount:

US$1,500,000,000

Ranking:

Senior Unsecured

Expected Ratings:

Aa2/AA-; Stable/Stable (Moody’s/S&P)*

Legal Format:

SEC Registered Global Notes

Trade Date:

May 9, 2016

Settlement Date:

May 13, 2016 (T+4)

Since trades in the secondary market generally settle in three business days, purchasers who wish to trade notes on the date hereof will be required, by virtue of the fact that the notes initially settle in T+4, to specify alternative settlement arrangements to prevent a failed settlement.

Maturity Date:

May 13, 2026

Interest Rate:

2.850%

Price to Public:

99.612%

Benchmark Treasury:

UST 15/8 02/15/26

Benchmark Treasury Price and Yield:

98-29+ / 1.745%

Re-offer Spread to Benchmark Treasury:

plus 115 basis points

Re-offer Yield:

2.895%

Gross Spread:

35 basis points

All-in Price:

99.262%

Interest Payment Dates:

Payable semi-annually in arrears on May 13 and November 13 of each year, commencing November 13, 2016, subject to Business Day Convention

Day Count Convention:

30/360, unadjusted

Net Proceeds:

US$1,488,930,000

Business Days:

Each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in Sydney, Australia, New York, New York, or London, United Kingdom are authorized or obligated by law or executive order to close

Business Day Convention:

Any payment of principal, premium and interest required to be made on an Interest Payment Date that is not a Business Day will be made on the next succeeding Business Day, and no interest will accrue on that payment for the period from and after the Interest Payment Date to the date of payment on the next succeeding Business Day

Denominations:

Minimum of US$2,000 with increments of US$1,000 thereafter

CUSIP:

961214CX9

ISIN:

US961214CX95

Joint Active Bookrunners:

Citigroup Global Markets Inc.

Goldman, Sachs & Co.

J.P. Morgan Securities LLC

Merrill Lynch, Pierce, Fenner & Smith
Incorporated