ALLOT: WBC: Appendix 3B

23 Feb 2010 5:31 pm

WBC 23/02/2010 ALLOT

REL: 1731 HRS Westpac Banking Corporation

ALLOT: WBC: Appendix 3B

New issue announcement, application for quotation of additional securities and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Name of entity Westpac Banking Corporation (Westpac)

ABN 33 007 457 141

We (the entity) give ASX the following information.

Part 1 - All issues You must complete the relevant sections (attach sheets if there is not enough space).

1 Class of securities issued or to be issued Fully paid ordinary shares in Westpac (ASX:WBC) (the "Shares").

2 Number of securities issued or to be issued (if known) or maximum number which may be issued 113,433 Shares issued pursuant to the Westpac Performance Plan "WPP Shares".

3 Principal terms of the securities (eg, if options, exercise price and expiry date; if partly paid securities, the amount outstanding and due dates for payment; if convertible securities, the conversion price and dates for conversion) The WPP Shares will be on the same terms as existing Westpac fully paid ordinary shares on issue.

4 Do the securities rank equally in all respects from the date of allotment with an existing class of quoted securities? If the additional securities do not rank equally, please state:

- the date from which they do

- the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment Yes

- the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

5 Issue price or consideration

113,433 shares at Nil exercise price per WPP share right.

6 Purpose of the issue (If issued as consideration for the acquisition of assets, clearly identify those assets) The WPP Shares are issued in accordance with the terms and conditions of the Westpac Performance Plan.

7 Dates of entering securities into uncertificated holdings or despatch of certificates 23 February 2010

8 Number and class of all securities quoted on ASX (including the securities in clause 2 if applicable) 2,976,423,825 Fully Paid Ordinary Shares 400,000 Series 2005-5 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHH 600,000 Series 2005-6 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHI 250,000 Series 2005-7 Fully Paid Subordinated Fixed Rate Medium Term Notes ASX Code WBCHJ 375,000 Series 2005-8 Fully Paid Subordinated Floating Rate Medium Term Notes ASX Code WBCHK 600,000 Series 2006-1 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHL 1,930,000 Series 2006-2 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHM 7,500 Series 2007-1 Fully Paid Subordinated Floating Rate Medium Term Notes ASX Code WBCHN 2,500 Series 2007-2 Fully Paid Subordinated Fixed Rate Medium Term Notes ASX Code WBCHO 4,500 Series 2007-4 Fully Paid Subordinated Floating Rate Medium Term Notes ASX Code WBCHP 1,500 Series 2007-5 Fully Paid Subordinated Fixed Rate Medium Term Notes ASX Code WBCHQ 11,030 Series 2007-6 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHR 6,550 Series 2007-7 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHS 11,099 Series 2007-8 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHT 11,140 Series 2007-9 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHU 8,600 Series 2008-1 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHV 3,400 Series 2008-2 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHW 350 Series 2008-7 Fully Paid Subordinated Floating Rate Medium Term Notes ASX Code WBCHX 1,250 Series 2008-8 Fully Paid Subordinated Fixed Rate Medium Term Notes ASX Code WBCHY 8,500 Series 2008-10 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHZ 5,000 Series 2008-17 Fully Paid Senior Floating Rate Transferable Certificates of Deposit ASX Code WBCHAA 6,640 Series 2008-18 Fully Paid Senior Floating Rate Transferable Certificates of Deposit ASX Code WBCHAB 17,500 Series 2009G-2 Fully Paid Guaranteed Senior Floating Rate Medium Term Notes ASX Code WBCHAD 20,650 Series 2009G-3 Fully Paid Guaranteed Senior Fixed Rate Medium Term Notes ASX Code WBCHAC 19,950 Series 2009G-4 Fully Paid Guaranteed Senior Floating Rate Medium Term Notes ASX Code WBCHAE 15,750 Series 2009G-5 Fully Paid Guaranteed Senior Floating Rate Medium Term Notes ASX Code WBCHAF 11,000 Series 2009G-6 Fully Paid Guaranteed Senior Fixed Rate Medium Term Notes ASX Code WBCHAK 5,000 Series 2009-3 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHAH 16,000 Series 2009-4 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHAG 9,550 Series 2009-5 Fully Paid Senior Fixed Rate Medium Term Notes ASX Code WBCHAJ 14,450 Series 2009-6 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHAI 14,000 Series 2009-7 Fully Paid Senior Floating Rate Medium Term Notes ASX Code WBCHAL 2,400 Series 2010-1 Fully Paid Senior Fixed Rate Medium Term Notes 10,362,670 Westpac SPS ASX Code WBCPA 9,083,278 Westpac SPS II ASX Code WBCPB

Number Class

9 Number and class of all securities not quoted on ASX (including the securities in clause 2 if applicable) 2,919,653 Chief Executive Officer Agreements 1,193,500 Senior Officers Share Purchase Scheme 8,305,611 Westpac Performance Plan 4,526,566 Westpac Reward Plan 10,000 Series 2007-3 Fully Paid Unsubordinated, Unsecured, Redeemable, Convertible Notes

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests) The WPP Shares will rank equally with existing Westpac fully paid ordinary shares on issue.

Part 2 - Bonus issue or pro rata issue

11 Is security holder approval required? Not Applicable

12 Is the issue renounceable or non-renounceable? Not Applicable

13 Ratio in which the securities will be offered Not Applicable

14 Class of securities to which the offer relates Not Applicable

15 Record date to determine entitlements Not Applicable

16 Will holdings on different registers (or subregisters) be aggregated for calculating entitlements? Not Applicable

17 Policy for deciding entitlements in relation to fractions Not Applicable

18 Names of countries in which the entity has security holders who will not be sent new issue documents Note: Security holders must be told how their entitlements are to be dealt with. Not Applicable

19 Closing date for receipt of acceptances or renunciations Not Applicable

20 Names of any underwriters Not Applicable

21 Amount of any underwriting fee or commission Not Applicable

22 Names of any brokers to the issue Not Applicable

23 Fee or commission payable to the broker to the issue Not Applicable

24 Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders Not Applicable

25 If the issue is contingent on security holders' approval, the date of the meeting Not Applicable

26 Date entitlement and acceptance form and prospectus or Product Disclosure Statement will be sent to persons entitled Not Applicable

27 If the entity has issued options, and the terms entitle option holders to participate on exercise, the date on which notices will be sent to option holders Not Applicable

28 Date rights trading will begin (if applicable) Not Applicable

29 Date rights trading will end (if applicable) Not Applicable

30 How do security holders sell their entitlements in full through a broker? Not Applicable

31 How do security holders sell part of their entitlements through a broker and accept for the balance? Not Applicable

32 How do security holders dispose of their entitlements (except by sale through a broker)? Not Applicable

33 Despatch date Not Applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of securities (tick one)

(a) Securities described in Part 1

(b) All other securities Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid, employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

35 If the securities are equity securities, the names of the 20 largest holders of the additional securities, and the number and percentage of additional securities held by those holders

36 If the securities are equity securities, a distribution schedule of the additional securities setting out the number of holders in the categories 1 - 1,000 1,001 - 5,000 5,001 - 10,000 10,001 - 100,000 100,001 and over

37 A copy of any trust deed for the additional securities

Entities that have ticked box 34(b)

38 Number of securities for which quotation is sought Not Applicable

39 Class of securities for which quotation is sought Not Applicable

40 Do the securities rank equally in all respects from the date of allotment with an existing class of quoted securities?

If the additional securities do not rank equally, please state:

- the date from which they do

- the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment

- the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment Not Applicable

41 Reason for request for quotation now Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another security, clearly identify that other security) Not Applicable

42 Number Class

Number and class of all securities quoted on ASX (including the securities in clause 38) Not Applicable

Quotation agreement

1 Quotation of our additional securities is in ASX's absolute discretion. ASX may quote the securities on any conditions it decides.

2 We warrant the following to ASX.

- The issue of the securities to be quoted complies with the law and is not for an illegal purpose.

- There is no reason why those securities should not be granted quotation.

- An offer of the securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

- Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any securities to be quoted and that no-one has any right to return any securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the securities be quoted.

- If we are a trust, we warrant that no person has the right to return the securities to be quoted under section 1019B of the Corporations Act at the time that we request that the securities be quoted.

3 We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.

4 We give ASX the information and documents required by this form. If any information or document not available now, will give it to ASX before quotation of the securities begins.

We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete. End CA:00191546 For:WBC Type:ALLOT Time:2010-02-23:17:31:52

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