EXECUTION VERSION

FINAL TERMS

NOTIFICATION UNDER SECTION 309B(1) OF THE SECURITIES AND FUTURES ACT 2001 (2020 REVISED EDITION) OF SINGAPORE, AS MODIFIED OR AMENDED FROM TIME TO TIME: The Covered Bonds are capital markets products other than prescribed capital markets products (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and Specified Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Covered Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97, as amended (the "Insurance Distribution Directive") where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling the Covered Bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Covered Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Covered Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the UK by virtue of the European Union (Withdrawal) Act 2018, as amended ("EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (UK) ("FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive in the UK, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 as it forms part of domestic law in the UK by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law in the UK by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Covered Bonds or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Covered Bonds or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES ONLY TARGET MARKET - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Covered Bonds has led to the conclusion that: (i) the target market for the Covered Bonds is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law in the UK by virtue of the EUWA ("UK MiFIR"); and (ii) all channels for distribution of the Covered Bonds to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Covered Bonds (a "UK distributor") should take into consideration the manufacturers' target market assessment; however, a UK distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Covered Bonds (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

9 January 2023

Series No:

2023-C1

Tranche No: 1

Westpac Banking Corporation

(Legal Entity Identifier (LEI): EN5TNI6CI43VEPAMHL14)

Issue of GBP 750,000,000 Floating Rate Regulation S Covered Bonds due 11 January

2028

Irrevocably and unconditionally guaranteed as to payment of principal and interest by BNY Trust Company of Australia Limited as trustee of the Westpac Covered Bond Trust under the U.S.$40 billion

Global Covered Bond Programme

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the International Terms and Conditions set forth in the Prospectus dated 11 November 2022 and the supplemental Prospectus dated 20 December 2022 which together constitute a base prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended) (the "UK Prospectus Regulation"). This document constitutes the final terms of the Covered Bonds described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Prospectus as so supplemented in order to obtain all the relevant information. Copies of the Prospectus and the supplemental Prospectus are available free of charge to the public at Camomile Court, 23 Camomile Street, London EC3A 7LL, United Kingdom and from the specified office of each of the Paying Agents and will be available for viewing on the website of the Regulatory News Service

operated by the London Stock Exchange at www.londonstockexchange.com/exchange/news/market-news/market-news-home.html.

2

1

(i)

Issuer:

Westpac Banking Corporation (ABN 33 007 457

141)

(ii)

CB Guarantor:

BNY Trust Company of Australia Limited (ABN 49

050 294 052) as trustee of the Westpac Covered

Bond Trust (ABN 41 372 138 093)

(iii)

Series Number:

2023-C1

(iv)

Tranche Number:

1

(v)

Date

on

which Covered

Not Applicable

Bonds

will

be consolidated

and form a single Series:

2

Specified

Currency

or Currencies of

Sterling ("GBP")

denominations:

  • Aggregate Principal Amount of Covered Bonds:

(i)

Series:

GBP 750,000,000

(ii)

Tranche:

GBP 750,000,000

4

Issue Price:

100% of the Aggregate Principal Amount

5

Denominations:

GBP 100,000 and integral multiples of GBP 1,000

thereafter

6

(i)

Issue Date:

11 January 2023

(ii)

Interest

Commencement

Issue Date

Date:

7

(i)

Maturity Date:

11 January 2028

(ii)

Extended Due for

Payment

11 January 2029

Date of Guaranteed Amounts

corresponding to

the

Final

Redemption

Amount

under

the

Covered

Bond

Guarantee:

8

Interest Basis:

From and including the Issue Date to, but excluding,

the Maturity Date: SONIA plus 0.75 per cent.

Floating Rate, payable quarterly in arrear

From and including the Maturity Date to, but

excluding, the Extended Due for Payment Date:

SONIA plus 0.75 per cent. Floating Rate, payable

monthly in arrear

9

Redemption/Payment Basis:

Redemption at par

10

Change of Interest Basis or

From Floating to Floating

Redemption/Payment Basis:

3

11

Put/Call Options:

Not Applicable

12

Date of approval for issuance of

Not Applicable save as described under the heading

Covered Bonds obtained:

"Authorisation" in the section entitled "General

Information" in the Prospectus

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

13

Fixed Rate Covered Bond provisions:

Not Applicable

  1. Fixed Rate Reset Covered Bond Not Applicable Provisions
  2. Floating Rate Covered Bond Applicable from and including the Interest

Provisions:

Commencement Date to, but excluding, the Maturity

Date

(i)

Specified Period(s):

Not Applicable

(ii)

Interest Payment Dates:

11 January, 11 April, 11 July and 11 October in each

year, commencing on 11 April 2023, up to and

including the Maturity Date

(iii)

Interest Period End Dates or

Interest Payment Dates

(if the applicable Business

Day Convention below is the

FRN Convention) Interest

Accrual Period:

  1. Business Day Convention:

(a)

for Interest Payment

Modified Following Business Day Convention

Dates:

(b)

for Interest Period

Modified Following Business Day Convention

End Dates:

(c)

for Maturity Date:

Modified Following Business Day Convention

(v)

Additional Business

Sydney, Australia

Centre(s):

London, United Kingdom

New York, New York

(vi)

Manner in which the Rate of

Screen Rate Determination

Interest and Interest Amount

are to be determined:

(vii)

Party responsible for

Not Applicable

calculating the Rate of

Interest and Interest Amount

(if not the Principal Paying

Agent/Calculation Agent):

(viii)

Screen Rate Determination:

Applicable (Overnight Rate)

(a)

Reference Rate:

SONIA

4

(b)

Interest

Five London Banking Days prior to the end of each

Determination

Interest Accrual Period

Date(s):

(c)

SONIA

Averaging

Compounded Daily

Method

(d)

Observation

Look-

Five London Banking Days

Back Period:

(e)

Observation Method:

Lag

(f)

Relevant

Screen

Reuters Screen SONIA Page (or any replacement

Page:

thereto)

(g)

Relevant Time:

Not Applicable

(h)

Relevant

Financial

London

Centre:

(ix)

ISDA Determination:

Not Applicable

(x)

BBSW Rate Determination:

Not Applicable

(xi)

Margin(s):

+0.75 per cent. per annum

(xii)

Minimum Rate of Interest:

Not Applicable

(xiii)

Maximum Rate of Interest:

Not Applicable

(xiv)

Day Count Fraction:

Actual/365 (Fixed)

(xv)

Accrual Feature:

Not Applicable

(xvi)

Broken Amounts:

Not Applicable

  1. Interest Accrual Periods to All which Floating Rate Covered
    Bond Provisions are applicable:

16 Floating Rate Covered Bond Provisions

(i)

Specified Period(s):

Applicable from, and including, the Maturity Date to,

but excluding, the earlier of: (i) the date on which the

Covered Bonds are redeemed in full; and (ii) the

Extended Due for Payment Date

(ii)

Interest Payment Dates:

11th calendar day of each month payable from, but

excluding the Maturity Date to, and including, the

earlier of (i) the date on which the Covered Bonds

are redeemed in full; and (ii) the Extended Due for

Payment Date

  1. Interest Period End Dates or (if the applicable Business Day Convention below is the

The first Interest Period after the Maturity Date will be the period from, and including, the Maturity Date to, but excluding, the next following Interest

5

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Westpac Banking Corporation published this content on 11 January 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 January 2023 14:24:35 UTC.