Retail Entitlement Offer

On 14 October 2015 Westpac announced a fully underwritten pro rata accelerated renounceable entitlement offer (with retail rights trading) to all Eligible Shareholders of new fully paid Ordinary Shares in Westpac at an offer price of $25.50 per New Share.

The Entitlement Offer is now closed. The Retail Entitlement Offer closed at 5.00pm (Sydney time) on 11 November 2015.

The Entitlement Offer has raised approximately $3.5 billion of ordinary equity.

Westpac was raising capital in response to increases in mortgage risk weights that will be applied from 1 July 2016. The net proceeds of the Entitlement Offer will be used by Westpac for general business purposes.

The Entitlement Offer included a Retail Entitlement Offer and an Institutional Entitlement Offer.

The Retail Entitlement Offer is described in the Booklet. The Booklet was lodged with ASX on 19 October 2015 and can be downloaded from this website.

In the Retail Entitlement Offer, Eligible Retail Shareholders could have purchased 1 New Share for every 23 Ordinary Shares they held on the Record Date (7.00pm (Sydney time) on 19 October 2015). The last date to buy Ordinary Shares to be an Eligible Retail Shareholder was 13 October 2015. Therefore, any Ordinary Shares acquired on or after 14 October 2015 did not provide Entitlements.

The Retail Entitlement Offer opened on 23 October 2015 and closed at 5.00pm (Sydney time) on 11 November 2015. Retail Entitlements were traded on ASX from 19 October 2015 until 4 November 2015 (refer below for more detail).

Further information is provided in Section 1 of the Booklet, titled 'Overview of the Entitlement Offer'. The Booklet was lodged with ASX on 19 October 2015 and can be downloaded from this website.

You are an Eligible Retail Shareholder if you:

• were registered as a holder of Ordinary Shares as at the Record Date, being 7.00pm (Sydney time) on 19 October 2015;
• have a registered address in Australia or New Zealand (as shown on Westpac's share register);
• are not in the United States and are not acting for the account or benefit of a person in the United States (to the extent such person holds Ordinary Shares for the account or benefit of such person in the United States);
• were not invited to participate (other than as a nominee, in respect of other underlying holdings) under the Institutional Entitlement Offer, and were not treated as an Ineligible Institutional Shareholder under the Institutional Entitlement Offer; and
• are eligible under all applicable securities laws to receive an offer under the Retail Entitlement Offer.

For further information, please read Section 6.3 of the Booklet, titled 'Eligible Retail Shareholders'. The Booklet was lodged with ASX on 19 October 2015 and can be downloaded from this website.

If you are a Retail Shareholder that is not an Eligible Retail Shareholder, you are an Ineligible Retail Shareholder. Ineligible Retail Shareholders had their Entitlements sold on their behalf through the Retail Shortfall Bookbuild and will receive the Retail Sale Proceeds (if any), less any applicable withholding tax.

For further information, please read Section 6.3 of the Booklet, titled 'Eligible Retail Shareholders', which was lodged with ASX on 19 October 2015.

A copy of a letter to Ineligible Retail Shareholders was lodged with ASX on 19 October 2015.

Eligible Retail Shareholders could have:

• taken up all or part of their Entitlements;
• sold all or part of their Entitlements on ASX during the Entitlements Trading Period;
• transfered all or part of their Entitlements to another person or entity other than on ASX; or
• done nothing. Their Entitlements were sold on their behalf in the Retail Shortfall Bookbuild and the Retail Sale Proceeds (if any) will be paid to them, less any applicable withholding tax.

Eligible Retail Shareholders could also have undertaken a combination of these options. Further information is provided in Section 2 of the Booklet, titled 'Summary of options available to Eligible Retail Shareholders'. The Booklet was lodged with ASX on 19 October 2015 and can be downloaded from this website.

If you do not wish to take up your Entitlements to purchase New Shares, you may be able to sell your Entitlements on ASX through your broker. Retail Entitlements may be traded on ASX from 19 October 2015 to 26 October 2015 (on a deferred settlement basis), and from 27 October 2015 to 4 November 2015 (on a normal settlement basis). You may incur brokerage costs if you sell your Entitlements on ASX. Entitlements will not be tradeable on NZX. However, Eligible Retail Shareholders from New Zealand should contact their broker if they wish to sell their Entitlements on ASX.

For further information, please read Section 2.3 of the Booklet, titled 'Sell all or part of your Entitlements on ASX during the Entitlements Trading Period'. The Booklet was lodged with ASX on 19 October 2015 and can be downloaded from this website.

Entitlements are quoted on ASX and will continue to trade on ASX during the Entitlements Trading Period under code 'WBCR'.

Westpac was raising capital in response to increases in mortgage risk weights that will be applied from 1 July 2016. 

The net proceeds of the Entitlement Offer will be used by Westpac for general business purposes.

Westpac's common equity Tier 1 (CET1) capital ratio is around 9.4% as at 30 September 2015 ¹.  

The capital raised will add approximately 100 basis points to Westpac’s CET1 capital ratio and places Westpac’s CET1 ratio within the top quartile of banks globally, with a CET1 capital ratio of over 14% on an internationally comparable basis².

There is no change to Westpac's dividend approach. We will seek to increase dividends per Ordinary Share within the context of a sustainable payout ratio.

1. Based on unaudited preliminary full year 2015 results. Components in the determination of regulatory capital are estimates and may change. These were finalised in Westpac’s full year 2015 results on 2 November 2015.

2. The basis of the internationally comparable CET1 capital ratio aligns with the APRA study titled “International capital comparison study”, dated 13 July 2015.

New Shares will be entitled to all future dividends payable on Ordinary Shares, but will not be entitled to the 2015 final dividend of 94 cents to be determined at the time of Westpac’s final full year 2015 results announcement on 2 November 2015.

No particular dividend rate, nor repayment of investment, is guaranteed.

New Shares will rank equally with other Ordinary Shares (except as discussed above in relation to the 2015 final dividend) and will rank last in a winding up of Westpac.

New Shares issued under the Retail Entitlement Offer will be quoted on ASX and NZX under the same code as Ordinary Shares, which is code 'WBC'.

For further information, please read Section 6.1 of the Booklet, titled 'Issue, quotation and trading of New Shares'. The Booklet was lodged with ASX on 19 October 2015 and can be downloaded from this website.