US$1,250,000,000 2.800% Notes due January 11, 2022

Issuer:

Westpac Banking Corporation

Principal Amount:

US$1,250,000,000

Ranking:

Senior Unsecured

Expected Ratings:

Aa2/AA- (Moody’s/S&P)*

Legal Format:

SEC Registered Global Notes

Trade Date:

January 3, 2017

Settlement Date:

January 11, 2017 (T+6)

Since trades in the secondary market generally settle in three business days, purchasers who wish to trade notes on the date hereof or the next 2 succeeding business days will be required, by virtue of the fact that the notes initially settle in T+6, to specify alternative settlement arrangements to prevent a failed settlement.

Maturity Date:

January 11, 2022

Interest Rate:

2.800%

Price to Public:

99.949%

Benchmark Treasury:

UST 2.000% 12/31/21

Benchmark Treasury Price and Yield:

100-10+ / 1.931%

Re-offer Spread to Benchmark Treasury:

plus 88 basis points

Re-offer Yield:

2.811%

Fees:

25 basis points

All-in Price:

99.699%

Interest Payment Dates:

Payable semi-annually in arrears on January 11 and July 11 of each year, commencing July 11, 2017, subject to Business Day Convention

Day Count Convention:

30/360, unadjusted

Net Proceeds:

US$1,246,237,500

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:

961214DG5

ISIN:

US961214DG53

Joint Active Bookrunners:

HSBC Securities (USA) Inc.

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

US$500,000,000 Floating Rate Notes due January 11, 2022

Issuer:

Westpac Banking Corporation

Principal Amount:

US$500,000,000

Ranking:

Senior Unsecured

Expected Ratings:

Aa2/AA- (Moody’s/S&P)*

Legal Format:

SEC Registered Global Notes

Trade Date:

January 3, 2017

Settlement Date:

January 11, 2017 (T+6)

Since trades in the secondary market generally settle in three business days, purchasers who wish to trade notes on the date hereof or the next 2 succeeding business days will be required, by virtue of the fact that the notes initially settle in T+6, to specify alternative settlement arrangements to prevent a failed settlement.

Maturity Date:

January 11, 2022

Price to Public:

100.000%

Interest Rate:

Floating Rate

Reference Benchmark:

U.S. Dollar three-month LIBOR

Spread to Benchmark:

plus 85 basis points

Fees:

25 basis points

All-in Price:

99.750%

Interest Payment Dates:

Payable quarterly in arrears on January 11, April 11, July 11 and October 11 of each year, commencing April 11, 2017, subject to Business Day Convention

Interest Reset Dates:

Quarterly on January 11, April 11, July 11 and October 11 of each year, commencing April 11, 2017

Initial Interest Rate:

U.S. Dollar three-month LIBOR, determined as of two London business days prior to the Settlement Date, plus 85 basis points

Day Count Convention:

Actual/360

Net Proceeds:

US$498,750,000

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:

If any interest payment date would fall on a day that is not a Business Day, other than the interest payment date that is also the date of maturity for the notes, that interest payment date will be postponed to the following day that is a Business Day, except that if such next Business Day is in a different month, then that interest payment date will be the immediately preceding day that is a Business Day.

Interest Periods:

Except as described below for the first interest period, on each interest payment date, interest will be paid or duly provided

for the period commencing on and including the immediately preceding interest payment date and ending on and including the day preceding the next interest payment date. We refer to this period as an “interest period.” The first interest period will begin on and include January 11, 2017 and will end on and include the day preceding the first interest payment date.

Denominations:

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

CUSIP:

961214DH3

ISIN:

US961214DH37

Joint Active Bookrunners:

HSBC Securities (USA) Inc.

Merrill Lynch, Pierce, Fenner & Smith

Incorporated