6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

January 10, 2022

Commission FileNumber 1- 10167

WESTPAC BANKING CORPORATION

(Translation of registrant’s name into English)

275 KENT STREET, SYDNEY, NEW SOUTH WALES 2000, AUSTRALIA

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports

under cover of Form 20-F or Form 40-F.

Form 20-F       ____x_____           Form 40-F      __________

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): __________

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ___________

On January 10, 2022, the Westpac Banking Corporation (the “Company”) requested that The New York Stock Exchange suspend trading of the Company’s American depositary shares, each representing the right to receive one ordinary share of the Company (the “ADSs”) effective January 31, 2022. On January 21, 2022, the Company intends to file with the Securities and Exchange Commission a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the ADSs under Section 12(b) of the Securities Exchange Act of 1934, as amended.

A copy of the ASX Release issued by the Company in connection with the delisting of the ADSs is attached hereto as Exhibit 99.1.

Item 9.01       Financial Statements and Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 10, 2022

EXHIBIT INDEX

Exhibit1

10January 2022

WESTPACBANKING CORPORATION NOTIFIES NYSE OF INTENTION TO DELIST AMERICAN DEPOSITARY SHARES

NEW YORK—Westpac Banking Corporation (NYSE: WBK) (“Westpac,” “we” or the “Company”) announced today that it notified The New York Stock Exchange (the “NYSE”) of its intent to voluntarily delist its American depositary shares, each representing the right to receive one ordinary share of the Company (the “ADSs”), from the NYSE. The Company intends to file a Form 25 with the Securities and Exchange Commission (the "SEC") on January 21, 2022 to delist the ADSs immediately thereafter. The Company expects that the delisting will occur ten calendar days after the filing of the Form 25 so that trading will be suspended on January 31, 2022 prior to the market opening. The Company has not arranged for listing or registration on another U.S. national securities exchange or for quotation of the ADSs in a quotation medium. In line with the Westpac strategy, Westpac has chosen to simplify its share listings to Westpac ordinary shares. In light of this, it is withdrawing the listing of Westpac sponsored ADSs.

ADDITIONALINFORMATION

This press release is for informational purposes only, and it does not constitute an offer to purchase or a solicitation of an offer to sell any securities.

CAUTIONCONCERNING FORWARD-LOOKING STATEMENTS

The information contained in this document contains statements that constitute “forward-looking statements” within the meaning of section 21E of the U.S. Securities Exchange Act of 1934. Forward-looking statements are statements about matters that are not historical facts. Forward-looking statements appear in a number of places in this document and include statements regarding our intent, belief or current expectations with respect to our business and operations, macro and micro economic and market conditions, results of operations and financial condition.

We use words such as ‘will’, ‘may’, ‘expect’, ‘indicative’, ‘intend’, ‘seek’, ‘would’, ‘should’, ‘could’, ‘continue’, ‘plan’, ‘aim’, ‘probability’, ‘risk’, ‘forecast’, ‘likely’, ‘estimate’,

‘anticipate’, ‘believe’ or other similar words to identify forward-looking statements. These forward-looking statements reflect our current views with respect to future events and are subject to change, certain risks, uncertainties and assumptions which are, in many instances, beyond our control and have been made based upon management’s expectations and beliefs concerning future developments and their potential effect upon us. There can be no assurance that future developments will be in accordance with our expectations or that the effect of future developments on us will be those anticipated. Should one or more of the risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results could differ materially from the expectations described in this document. Factors that may impact on the forward-looking statements made include, but are not limited to, those described in the section entitled ‘Risk factors’ in Westpac’s 2021 Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission, as well as the ongoing impact of COVID-19. When relying on forward-looking statements to make decisions with respect to us, investors and others should carefully consider such factors and other uncertainties and events. We are under no obligation, and do not intend, to update any forward-looking statements contained in this document, whether as a result of new information, future events or otherwise, after the date of this document.

MEDIA

Email: westpacmediarelations@westpac.com.au

Forfurther information:

This document has been authorised for release by Tim Hartin, Company Secretary.