Westpac Banking Corporation (ASX:WBC) has issued JPY 12,000,000,000 in 3.766% Fixed to Fixed Rate Reset Callable Subordinated Instruments due 13 November 2041, with the instruments expected to be treated as Tier 2 regulatory capital under the Basel III framework as implemented by the Australian Prudential Regulation Authority.

Key Points

  • Westpac issued JPY 12,000,000,000 in 3.766% Subordinated Instruments on 13 November 2026, maturing 13 November 2041
  • Proceeds will be used for general corporate purposes and classified as loan capital in Westpac's financial statements
  • The issue is expected to increase Westpac's total capital ratio on a Level 2 basis by less than 0.03%
  • The Maximum Conversion Number is 125,854.7374 Westpac ordinary shares per Subordinated Instrument in the event of conversion
  • The filing was authorised for release by Company Secretary Sarah Donnelly

Terms and Structure of the Subordinated Instruments

The terms and conditions of the Subordinated Instruments are set out on pages 44 to 177 of the Information Memorandum relating to Westpac's U.S. $70,000,000,000 Programme for the Issuance of Debt Instruments dated 4 November 2026, as supplemented by the Pricing Supplement dated 10 November 2026. The Information Memorandum was released to the Australian Securities Exchange on 5 November 2026. Proceeds from the issue, less costs, will be classified as loan capital in Westpac's financial statements, and the issue is not expected to have a material impact on Westpac's financial position.

Tier 2 Capital Classification and Regulatory Framework

The Subordinated Instruments are expected to be treated as Tier 2 regulatory capital under the Basel III capital adequacy framework as implemented in Australia by APRA. The issuance is expected to raise Tier 2 regulatory capital to satisfy Westpac's regulatory requirements and maintain the diversity of Westpac's sources and types of capital funding. The proceeds of the issue, less costs, are expected to increase Westpac's total capital ratio on a Level 2 basis by less than 0.03%, according to the filing.

Non-Viability Conversion and Write-Off Provisions

If APRA determines that Westpac is or would become non-viable, the Subordinated Instruments may be converted into fully paid ordinary shares in the capital of Westpac, or immediately and irrevocably written off if conversion does not occur within five ASX Business Days of APRA notifying Westpac of the determination. The Maximum Conversion Number is calculated based on a volume-weighted average price set to reflect 20% of the Issue Date VWAP and is fixed at 125,854.7374 Westpac ordinary shares per Subordinated Instrument, subject to adjustment for consolidations, divisions, reclassifications or pro rata bonus issues.