Dear Investor,

Our records indicate that you currently hold Westpac convertible preference shares (“CPS”) on your account, quoted on ASX under the ticker 'WBCPC'. As a potential Eligible CPS Holder, you may be entitled to participate in the Reinvestment Offer (details below).

Westpac Banking Corporation (“Westpac”) today announced the Offer of fully paid, non-cumulative, convertible, transferable, redeemable, subordinated, perpetual, unsecured notes (“Notes”) to raise approximately A$750 million with the ability to raise more or less (“Offer”).

The Notes have an issue price of $100 per Note and are fully paid.

The Distribution Rate is calculated using the following formula:

(90 day Bank Bill Rate + Margin) x (1 - Tax Rate)

Distributions that may be payable in relation to Notes includes a Margin that is expected to be between 3.20% and 3.40% per annum (to be determined at the end of the Bookbuild).

We are pleased to offer you an allocation of Notes under the Reinvestment Offer for all Eligible CPS Holders who contact Westpac Online Investing and confirm their intent to reinvest on or before Friday 9th February 2018. Notes Reinvestment Applications may be scaled back if there is excess demand for the Offer. However, Westpac's Broker Firm allocation will give priority to Applications received under the Reinvestment Offer (but not for Applications for additional Notes).

Capitalised terms not otherwise defined in this email have the meaning given to them in the Prospectus, which should be downloaded and considered before making a decision in relation to this Reinvestment Offer.

What is the Reinvestment Offer?

The Reinvestment Offer is an opportunity for Eligible Westpac CPS Holders to apply to reinvest some or all of their Westpac CPS in Notes.

Participating Westpac CPS will be transferred to the Westpac CPS Nominated Party on 13 March 2018 for $100 per Participating Westpac CPS and the Transfer Proceeds will be automatically reinvested in Notes ($100 per Note).

To be eligible to participate in the Reinvestment Offer, Westpac CPS holders must:

What is the difference between CPS and Westpac Capital Notes 5?

There are a number of differences between Notes and CPS which you should consider before deciding to reinvest your CPS under the Reinvestment Offer. See Section 3.4 of the Prospectus for details on the key differences between CPS and Notes.

How do I participate in the Reinvestment Offer?

To find out more or to download a copy of the Prospectus, visit the IPO and Investment Centre by selecting 'Trading' > 'IPO Centre' and follow the prompts. To secure a broker firm allocation, please call 02 8253 9328 or alternatively email us at shares@westpac.com.au.

It is important that you read the entire Prospectus before deciding whether to invest in Westpac Capital Notes 5. In particular, it is important that you consider the risk factors that could affect the financial performance and position of Westpac Capital Notes 5 and Westpac.

If you do not fully understand how the Westpac Capital Notes 5 work or the risks associated with the Notes, you should not invest in the notes without obtaining professional advice. Should you wish to obtain professional advice, please email shares@westpac.com.au who can refer you to a Financial Adviser who will take into account your particular investment objectives, financial situation and to give such advice.

What will happen if I don't participate in the Reinvestment Offer?

If you are a Non-Participating Westpac CPS Holder, no further action is required and you will continue to hold your Non-Participating Westpac CPS until 3 April 2018. Non-Participating Westpac CPS will be treated in accordance with the Westpac CPS Terms.

You will receive the Pro-Rata Westpac CPS Dividend on 13 March 2018 for each Westpac CPS you hold on the record date for the Pro-Rata Westpac CPS Dividend, provided the dividend payment test in the Westpac CPS Terms is satisfied.

Your Westpac CPS are expected to be transferred by Westpac to the Westpac CPS Nominated Party on 3 April 2018 (in accordance with the Westpac CPS Terms). On that date, you will be paid the transfer proceeds of $100 per Non-Participating Westpac CPS.

You will also be paid the Final Westpac CPS Dividend on 3 April 2018 for each Westpac CPS you hold on the Final Westpac CPS Dividend Record Date, provided the dividend payment test in the Westpac CPS Terms is satisfied.

Risks:

There are risks involved with investing in Notes and in Westpac.

Information about the key risks of investing in Notes is detailed in Section 1.5 “Key risks associated with an investment in Westpac Capital Notes 5 and Westpac” and in Section 5 “Investment Risks” of the Prospectus.

Information about the key risks and uncertainties associated with Westpac is detailed in section 5.2 “Investment risks relating to Westpac” of the Prospectus.

Kind regards,

Westpac Online Investing