Westpac 2019 AGM Notice of Meeting

Westpac Banking Corporation
ABN 33 007 457 141
Notice of
Meeting
Westpac Banking Corporation
2019 Annual General Meeting

Westpac Banking Corporation
ABN 33 007 457 141
MESSAGE FROM THE CHAIRMAN 3
NOTICE OF 2019
ANNUAL GENERAL MEETING 10
IMPORTANT VOTING
INFORMATION 12
EXPLANATORY NOTES 15
ATTENDING THE AGM 38
CONTENTS
ANNUAL GENERAL MEETING
THURSDAY,
12 DECEMBER 2019
10:00 AM (SYDNEY TIME)
INTERNATIONAL CONVENTION
CENTRE SYDNEY
DARLING HARBOUR THEATRE,
LEVEL 2, 14 DARLING DRIVE, SYDNEY
NEW SOUTH WALES 2000

32019 NOTICE OF MEETING
MESSAGE FROM THE CHAIRMAN
Dear Shareholder
It is my pleasure to invite you to Westpac’s
2019 Annual General Meeting (AGM).
In what has continued to be a challenging
period for the financial services sector, and
for Westpac, I want to begin by summarising
developments relevant to the AGM, including
our performance and strategic progress.
The release of the Royal Commission into
Misconduct in the Banking, Superannuation
and Financial Services Industry’s final
report (Royal Commission Report), our
Culture, Governance and Accountability
self-assessment (CGA self-assessment) and
customer remediation have been major areas
of focus for Westpac this year. At the same
time, the operating environment for financial
services has become more complex, with
heightened regulatory scrutiny and action,
slowing economic growth, historically low
interest rates and higher capital requirements.
Your Board is very mindful of the impact of
these challenges on shareholders, including
from a reduction in the dividend, and so I
thank you for your ongoing support.
2019 performance
Your Board recognises the challenges in
the operating environment and our need to
improve the management of non-financial
risks. Against this background it is worth
reiterating that our capital remains above the
Australian Prudential Regulation Authority’s
(APRA) unquestionably strong benchmark,
our funding and liquidity is sound and our
customer franchise is healthy with a market
share of around 20% across most of the major
segments in which we operate.
Our financial performance this year, however,
has been disappointing. Cash earnings (our
preferred measure of assessing financial
performance) was down, largely reflecting
provisions related to customer remediation
and costs associated with changes in our
wealth operating model, including exiting
the provision of personal financial advice
by financial advisers under our licences.
Performance was also affected by lower
demand for credit and increasing competition
from a range of bank and non-bank players.
Asset quality has continued to be a highlight
and the overall level of stressed assets is little
changed over the year. Nevertheless, consumer
delinquencies have increased, consistent with
weaker economic activity and the relatively
soft housing markets, particularly in Western
Australia and regional Queensland, but this
has been broadly as expected.
Strategically, your company continues to
make good progress. We have achieved
major milestones on enhancing our
technology infrastructure while delivering
improved customer service. For example,
our Customer Service Hub, which will
ultimately be the technology supporting our
customer interactions, is now operational
and is already improving our mortgage

WESTPAC GROUP4
origination process. We have consolidated
and further strengthened our data platforms
and launched a new front-end system for our
business bankers. We have also enhanced
our services to customers, including a new
online feature that provides customers with
improved options (including better interest
rates) when rolling over a term deposit.
Strengthening governance
The release of the Royal Commission
Report and the finalisation of our CGA
self-assessment highlighted some
shortcomings in our company, including the
management of non-financial risk. Much
has already been said about these topics,
including in my letter which accompanied
your 2019 interim dividend statement, and I
want to reiterate that these matters have been
taken very seriously by your Board.
We know we need to do better and have a
range of programs underway to strengthen
governance, better support vulnerable
customers, further enhance remuneration
structures and embed a stronger customer-
focused culture. Many of these initiatives
began in 2018 and will continue into 2020.
Given their importance, significant focus is
being applied to make sure the right resources
and level of attention are directed to this
work and your Board is monitoring closely.
The message I hope shareholders take
away is that we have looked closely at the
areas where we have not met expectations,
identified our shortcomings and are
progressing plans to fix issues and restore
trust in Australia’s oldest company. As
Chairman I observe, first-hand, the depth
of Westpac’s culture and the commitment
of our people to customers – this is one of
Westpac’s core strengths that will help your
company emerge from this period an even
stronger company.
Responding to the strike on the
2018 Remuneration Report
At our 2018 AGM, we received a significant
vote against our 2018 Remuneration Report
and, as a result, incurred a ‘first strike’. In
accordance with Australia’s Corporations Act,
if Westpac receives a second strike against
our 2019 Remuneration Report, a separate
resolution must be put to shareholders at
the 2019 AGM asking if you wish to hold
an extraordinary general meeting, a ‘spill
meeting’. The details of this process and
what this means are further explained in this
Notice of Meeting.
I want to assure shareholders that I, and your
Board, recognise that decisions on executive
remuneration last year were not in line with
shareholder expectations. In response, we
have consulted extensively with shareholders
to better understand their views and act
on feedback. This process included a
number of meetings with both individual
and institutional shareholders over the year.
I appreciate the time that shareholders have
taken to share their thoughts directly with
me and your Board.
In my letter to shareholders earlier this
year, I explained that the key concern of
shareholders was that short-term variable
reward (STVR) in 2018 did not reflect
performance and that the Board did not
apply sufficient discretion to the final
STVR outcomes.
Shareholders also provided feedback on the
overall quantum of executive pay, the use of
fair value to determine the award value of
long-term variable reward (LTVR) and the
lack of variability in STVR to executives over
time. A number of shareholders also explained
that the vote against the 2018 Remuneration
Report was used to signal their overall
disappointment in relation to the issues that
emerged through the Royal Commission.
MESSAGE FROM THE CHAIRMAN

52019 NOTICE OF MEETING
Remuneration decisions
We made a number of decisions in relation
to Key Management Personnel remuneration
this year. The key decisions we have made are
listed below with further details provided in
the explanatory notes:
• The CEO recommended to the Board
that he forego his STVR for this year. The
Board separately considered the matter
and determined that a zero STVR outcome
for 2019 for the CEO was appropriate to
reflect accountability for poor non-financial
risk and financial outcomes, as well as
some poor customer outcomes, including
those highlighted at the Royal Commission.
At the same time, the CEO has had no
increase in his base pay, and indeed he has
not had an increase in his base pay since
he commenced the role in 2015.
• Group Executives received between 0%
and 83% of their target STVR.
• The scorecard outcome for non-financial
risk measures was reduced to zero for
Group Executives. In addition, the Board
used its discretion to apply downward
remuneration adjustments to two Group
Executives and two former Group
Executives in response to material risk and
compliance matters that impacted the
Group, in some instances reducing 2019
STVR outcomes to zero. Many of these
adjustments related to events from prior
periods which have continued to develop
and, in some cases, for which material
remediation costs have been accounted for
in 2019. In addition, the Board exercised its
discretion to apply downward adjustments
to a portion of deferred STVR for two
former Group Executives.
• No LTVR vested for the CEO and Group
Executives in 2019 as performance hurdles
were not met. These awards typically make
up around one third of each of the CEO’s
or a Group Executive’s total remuneration.
• Director base fees were reduced by 20%
for all current Non-executive Directors for
the 2019 financial year.
Changes have also been made to 2020
remuneration structures including:
• the removal of the use of fair value to
determine the number of performance
rights issued to the CEO and Group
Executives;
• reductions to the total target
remuneration (comprising fixed
remuneration, target STVR and LTVR
opportunity at face value) of the CEO
and Group Executives by 23% and 12.5%
respectively, reflecting changes made
to LTVR. As a result of the reduction to
the CEO’s remuneration, his total target
remuneration becomes comparable to
other Australian major bank CEOs; and
• the use of relative Total Shareholder Return
as the performance hurdle for the 2020
LTVR and the introduction of clawback
as an additional adjustment tool (noting
that other LTVR vesting conditions remain
unchanged, including the ability of the
Board to apply discretion to outcomes).

MESSAGE FROM THE CHAIRMAN
WESTPAC GROUP6
Board renewal
Over recent years, your Board has
undergone significant renewal and I am
confident the Board has the right mix of
skills, experience and diversity. I believe
you are well represented and highly
recommend shareholders vote in favour
of the Non-executive Directors who are up
for election and re-election at the AGM.
Resolutions requisitioned
by shareholders
Westpac has received a notice proposing two
resolutions at our 2019 AGM that was initiated
by an environmental organisation, Market
Forces. The resolutions were requisitioned
by shareholders representing approximately
0.01% of Westpac’s shares on issue and we
have published the full details in this Notice
of Meeting. The Board has considered these
resolutions and does not believe they are in
the best interests of Westpac shareholders
as a whole and accordingly, the Board
recommends shareholders vote against
Items 6(a) and 6(b).
Of the two resolutions, the first is a ‘special
resolution’ that seeks to amend Westpac’s
constitution to allow ‘advisory resolutions’ to
be tabled at general meetings. The second
resolution is an ‘advisory resolution’ that
requests Westpac disclose in its annual
reporting strategies and targets to reduce
its exposure to fossil fuels, including the
elimination of exposure to thermal coal by
no later than 2030. The second resolution
can only be properly considered if the first
resolution is passed, and accordingly will
only be put to the vote at the AGM if the
first resolution is approved by the requisite
majority of shareholders.
While significant changes were made to
remuneration this year, some debate remains
on executive remuneration structures. We
will continue to assess our approach, taking
into account ongoing shareholder feedback
and new requirements which are being
developed by our main banking regulator,
APRA. We are actively participating in the
consultation process with APRA on its draft
prudential standard on remuneration. We will
continue to review the remuneration design
in 2020 following the release of APRA’s final
prudential standard on remuneration.
Further detail on Westpac’s 2019
remuneration outcomes, is available in this
Notice of Meeting and in the Remuneration
Report included in the 2019 Annual Report.

72019 NOTICE OF MEETING
On the first resolution, the Board does not
believe that the requisitioned resolution
which is the subject of Item 6(a) is in the
best interests of shareholders. Further, the
Board believes that appropriate avenues are
already available to shareholders should they
wish to express their opinions to the Board.
On the second resolution, Westpac already
discloses significant information on our
climate position along with specific targets
that are aligned with the recommendations
of the Taskforce on Climate-related Financial
Disclosures (TCFD).
Westpac has a long history of action on
climate change and was the first Australian
bank to release a climate change position
statement in 2008 and the first to commit to
limiting warming to no more than two degrees
in 2014, framed as less than two degrees at
the time of the Paris Agreement.
Our current Climate Change Position
Statement is due to be updated by mid-2020.
In developing these statements we take a
practical, science-based and responsible
approach that incorporates feedback from a
range of stakeholders, including shareholders.
The Board approves the Climate Change
Position Statement, including the specific
commitments and targets.
Further information about our commitment
to operating sustainably is set out in our
current Climate Change Position Statement
and 2020 Action Plan along with our detailed
Sustainability Performance Report – both of
which are available online.

WESTPAC GROUP8
Matters at the 2019 AGM
Returning to the matters of our AGM, the CEO and I will address the meeting. There will be six
items to be considered by shareholders, certain of which are conditional and will only be put to
the vote at the meeting if other resolutions are passed first. These are summarised below:
1 Financial Reports
This Item does not require a formal resolution; however, shareholders are given the
opportunity to ask questions and make comments about the Financial Reports and the
management of Westpac.
2 Re-election and election of Directors
Shareholders will be asked to vote on the election and re-election of five directors at the
meeting. Two directors joined the Board during the year (Margie Seale and Steve Harker)
and three existing directors will stand for re-election (Nerida Caesar, Ewen Crouch AM and
Peter Marriott).
3 Grant of Equity to Managing Director and Chief Executive Officer
The Board determines the remuneration of the CEO and seeks to ensure a high portion is
allocated as equity to align with shareholder interests. This resolution asks shareholders to
give Westpac the flexibility to allocate any vested equity entitlements (subject to various
requirements, a performance hurdle and Board discretion) by issuing new shares.
4 Remuneration Report
This resolution asks shareholders to adopt the Remuneration Report. Major changes in
both the structure of remuneration and outcomes have been made this year to better
reflect shareholders expectations. These are summarised above with further detail in the
explanatory notes.
5 Conditional Spill Resolution
This resolution is only required if 25% or more of votes validly cast are against Item 4,
the Remuneration Report. This resolution asks shareholders if they wish to convene an
extraordinary general meeting within 90 days of the AGM, at which all directors (excluding
the CEO) will be required to vacate office and may stand for re-election.
6 Resolutions requisitioned by shareholders
Two resolutions have been requisitioned by shareholders:
• Item 6(a) proposes that shareholders amend Westpac’s Constitution to allow
shareholders to express an opinion or request information from the Board regarding
how the Board’s powers have or should be exercised; and
• Item 6(b) is a request pursuant to Item 6(a) to disclose from 2020 the company’s
strategies and targets to reduce exposure to fossil fuel assets in line with the goals
of the Paris Agreement.
MESSAGE FROM THE CHAIRMAN

92019 NOTICE OF MEETING
AGM information
Full details of the meeting, how to get
there, and the resolutions are included in
this Notice of Meeting. If you are unable to
attend you can still view the proceedings
on our live webcast at www.westpac.com.
au/investorcentre. If you cannot attend the
meeting and would like to ask a question
you can do so either via the enclosed form
or online. I will not be able to respond to all
submitted questions but will take these into
consideration as I prepare my address and
will aim to deal with the most commonly
raised topics.
Information on how to vote for the
resolutions at the AGM, regardless of
whether you attend or not, is detailed on
pages 12, 13 and 14.
Our Annual Report and/or our Annual Review
and Sustainability Report have been sent to
shareholders who requested them. These
reports are also available on our website at
www.westpac.com.au/investorcentre.
I look forward to welcoming you at the AGM.
Yours sincerely,
Lindsay Maxsted
Chairman
4 November 2019

WESTPAC GROUP10
Notice of Annual General Meeting
The Annual General Meeting (AGM) of Westpac Banking Corporation (ABN 33 007 457 141)
(Westpac) will be held at the International Convention Centre Sydney in the Darling Harbour
Theatre, located on Level 2, 14 Darling Drive, Sydney, New South Wales, on Thursday,
12 December 2019, commencing at 10:00 am (Sydney time).
ITEMS OF BUSINESS
1 Financial Reports
To receive and consider the Financial Report, the Directors’ Report and the Auditor’s Report
for the year ended 30 September 2019.
2 Re-election and election of Directors
(order is alphabetical)
(a) To re-elect Nerida Caesar as a Director.
(b) To re-elect Ewen Crouch AM as a Director.
(c) To elect Steven Harker as a Director.
(d) To re-elect Peter Marriott as a Director.
(e) To elect Margaret Seale as a Director.
3 Grant of equity to Managing Director and
Chief Executive Officer
To approve the grant of performance share rights to the Managing Director and CEO,
Brian Hartzer, under the CEO Long Term Variable Reward Plan in accordance with the Plan
rules and on the terms summarised in the Explanatory Notes in this Notice of Meeting.
Approval is being sought for all purposes, including ASX Listing Rule 10.14 and sections
200B and 200E of the Corporations Act 2001 (Cth) (Corporations Act).
4 Remuneration Report
To adopt the Remuneration Report for the year ended 30 September 2019.
NOTICE OF ANNUAL GENERAL MEETING

112019 NOTICE OF MEETING
5 Conditional Spill Resolution
Subject to, and conditional on 25% or more of the votes cast on the Remuneration Report
(Item 4) being against that Item, to hold an extraordinary general meeting of Westpac
within 90 days (Spill Meeting) at which:
(a) all the Non-Executive Directors in office when the resolution to approve the Directors’
Report for the financial year ended 30 September 2019 was passed and who remain in
office at the time of the Spill Meeting, cease to hold office immediately before the end
of the Spill Meeting; and
(b) resolutions to appoint persons to offices that will be vacated immediately before the
end of the Spill Meeting are put to the vote at the Spill Meeting.
This resolution will only be put to the AGM if at least 25% of the votes validly cast on the
resolution proposed in Item 4 are against that resolution. If you do not want a Spill Meeting
to take place, you should vote ‘against’ Item 5. If you want a Spill Meeting to take place, you
should vote ‘for’ Item 5.
6 Resolutions Requisitioned by Shareholders
(a) To consider, and if thought fit, pass the following resolution as a special resolution:
To insert into the Constitution in article 7 ‘General meetings’ the following new article
7.3A ‘Advisory resolutions’:
The Company in general meeting may by ordinary resolution express an opinion or
request information about the way in which a power of the Company partially or
exclusively vested in the Directors has been or should be exercised. Such a resolution
must relate to a material risk identified by the Directors or the Company and cannot
advocate action that would violate any law or relate to any personal claim or grievance.
Such a resolution is advisory only and does not bind the Directors or the Company.
(b) To consider and if thought fit, pass the following resolution as an ordinary resolution:
Shareholders request the Company disclose in annual reporting from 2020 strategies
and targets to reduce exposure to fossil fuel (oil, gas, coal) assets in line with the
climate goals of the Paris Agreement, including the elimination of exposure to thermal
coal in OECD countries by no later than 2030.
Item 6(b) contains an advisory resolution and may be properly considered at the AGM only
if Item 6(a) is passed by special resolution. If Item 6(a) is not passed, Item 6(b) will not be
put to the vote at the AGM.
By order of the Board of Directors
Timothy Hartin
Group Company Secretary
4 November 2019

WESTPAC GROUP12
VOTING EXCLUSIONS
Key Management Personnel (KMP) that
may have a vested interest in the outcome
of a resolution are restricted from voting on
that resolution. KMP include members of
the Board and Westpac’s Group Executive
Team, and this definition (and a list of KMP)
is set out in Westpac’s Annual Report. The
Corporations Act restricts KMP and their
closely related parties from voting in certain
circumstances on such resolutions. A closely
related party includes a spouse, dependants
and certain other close family members, as
well as any companies controlled by the KMP.
Voting exclusions apply to the following Items:
ItemResolution
3Grant of equity to the Managing
Director and Chief Executive Officer
4Remuneration Report
5Conditional Spill Resolution
Westpac will disregard any votes cast on
Item 4, in any capacity, by or on behalf of a
member of the KMP or that KMP’s closely
related parties. Westpac will also disregard
any votes cast on Items 3, 4 and 5 as Proxy by
any member of the KMP or that KMP’s closely
related parties. The exception to this exclusion
is where a KMP (or related party) is:
• a Proxy for a person entitled to vote, and
that person has directed the KMP or their
closely related party (as Proxy) how to
vote on the Item on the Voting Form; or
• the Chairman of the AGM, as Proxy for a
person entitled to vote, in accordance with
an express authority on the Voting Form
to vote undirected proxies as the Chairman
sees fit even if the resolution is connected
directly or indirectly with the remuneration
of a member of the KMP.
In addition, for Item 3, Westpac will disregard
any votes cast in favour of this Item by
Mr Hartzer and any associate of Mr Hartzer
in accordance with the Listing Rules. Westpac 
will not disregard a vote cast by Mr Hartzer
or any associate of Mr Hartzer as Proxy for a
person who is entitled to vote in accordance
with the directions on the Voting Form.
CONDUCT OF THE
WESTPAC AGM
All Westpac shareholders may attend
the AGM and ask a question. All Westpac
shareholders may also vote on each Item
before the AGM subject to the voting
exclusions set out earlier.
For the purposes of the AGM, a person will
be considered a shareholder if they were
registered as the holder of those shares
at 7:00 pm (Sydney time) on Tuesday,
10 December 2019.
The AGM is an important forum for the
Board, Executive Team and shareholders
and so we will:
• provide shareholders with a reasonable
opportunity to ask questions. The
Chairman and the CEO will generally
answer questions. However, some
questions may be referred to Westpac’s
Auditor or to another senior executive. If
appropriate, a response may be provided
as soon as possible after the AGM;
• inform shareholders of the Proxy position
on each Item and the manner in which the
Chairman of the AGM will vote available
Proxies; and
• provide shareholders with easy access
to the AGM so that they are able to
participate in the meeting. We will do
this by supporting people with mobility
difficulties, providing hearing loop facilities
and having a sign language interpreter for
the business of the meeting.
NOTICE OF ANNUAL GENERAL MEETING

132019 NOTICE OF MEETING
To assist us we ask that shareholders:
• do not repeat questions already asked
to allow as many shareholders as possible
to participate;
• keep questions to matters being
considered at the AGM and which are
relevant to shareholders as a whole. We
are not able to discuss personal banking
matters at the AGM; and
• do not photograph, videotape or record
the AGM.
HOW TO VOTE
There are three ways in which to vote
at Westpac’s AGM:
1. attend the AGM and vote on the voting
cards you will be given on the day;
2. submit a direct vote, either online or
by filling in the Voting Form; or
3. appoint a Proxy (or Proxies) to attend
the AGM and vote on your behalf. This
may also be done online or by filling in
the Voting Form.
Further details on each option are
provided below.
1. Attend the AGM
When registering at the AGM you will be given
a voting card. Further instructions on how to
complete the voting card will be provided at
the AGM.
2. Submit a direct vote
A direct vote can be lodged online or by
completing the direct voting section of the
Voting Form and returning it in accordance
with the instructions below. For a vote to
be counted, you must complete the voting
directions for each Item by marking ‘For’,
‘Against’ or ‘Abstain’.
Votes will only be valid for Items marked.
No vote will be counted for Items left blank.
However, if the Voting Form is left blank
for all Items, the Chairman of the AGM will
be deemed to be your appointed Proxy for
all Items.
By submitting a direct vote, you agree to be
bound by the direct voting rules adopted by
the Board. The direct voting rules are available
on the Westpac website at www.westpac.
com.au/investorcentre. Further instructions
on direct voting are available on the front of
the Voting Form.
3. Appoint a Proxy
Shareholders can appoint up to two Proxies
to attend the AGM on their behalf, and vote
in accordance with their instructions on
the Voting Form. A Proxy need not be a
shareholder of Westpac.
Where two Proxies are appointed, each
Proxy can represent a specific proportion or
number of shares. If no number or proportion
is specified, each Proxy will represent half the
shareholder’s votes.
If a Proxy is instructed to abstain from
voting on an Item, they must not vote on
the shareholder’s behalf. Any vote cast will
not be counted.
If you appoint a Proxy (other than the
Chairman of the AGM) and direct them how
to vote, the Chairman of the AGM must cast
those Proxy votes on your behalf if your Proxy
does not do so.
If you appoint the Chairman of the AGM
as your Proxy (or if he is appointed by
default), and no direction is provided, you
are authorising the Chairman to exercise
your Proxy as the Chairman sees fit. This
includes in relation to Items 3, 4 and 5 even
though those items are connected directly or
indirectly with the remuneration of a member
of Westpac’s KMP.
If you wish to appoint the Chairman of the
AGM as Proxy and direct them how to vote on
an Item, you must complete the ‘For’, ‘Against’
or ‘Abstain’ boxes on the Voting Form.

WESTPAC GROUP14
Otherwise, the Chairman of the AGM intends
to vote all available Proxies in favour of all
Items except Items 5 and 6.
If you appoint a Director (other than the
Chairman) or another member of Westpac’s
KMP or their closely related parties as your
Proxy, you must specify how they should vote
on Items 3, 4 and 5 by completing the ‘For’,
‘Against’ or ‘Abstain’ boxes on the Voting
Form. If you do not, your Proxy will not be
able to exercise your vote for that Item.
Shareholders are encouraged to direct their
Proxies on how to vote. If a Proxy is not
directed, the Proxy may abstain or vote as
they see fit (subject to any voting exclusions).
Should any new Items be proposed at the
AGM, a Proxy may vote on such Items as
they see fit.
Further instructions on appointing Proxies are
available on the front of the Voting Form or
online at vote.linkmarketservices.com/WBC.
Submit a Voting Form
Voting Forms can be submitted in the
following ways:
Online – at vote.linkmarketservices.com/WBC.
Follow the prompts and have your Shareholder
Reference Number (SRN) or Holder
Identification Number (HIN) available. You may
also use a mobile (with a QR code reader)
to scan the QR code on the front of the
Voting Form. You will need your SRN or HIN
and the postcode for your shareholding.
Email – scan and email a completed Voting
Form (this must include any relevant authority
under which a Voting Form is signed,
or a certified copy of that authority) to
vote@linkmarketservices.com.au.
By post, hand or facsimile – completed
Voting Forms (including any relevant
authority under which a Voting Form is
signed, or a certified copy of that authority)
may be posted to Link Market Services
Limited, Locked Bag A6015, Sydney South
NSW 1235, using the enclosed return
envelope; or hand delivered to Link Market
Services Limited at 1A Homebush Bay Drive,
Rhodes NSW 2138; or sent by facsimile to
(+61 2) 9287 0309.
All Voting Forms must be received (either
online, by post or fax) by 10:00am (Sydney
time) on Tuesday, 10 December 2019.
Corporate representatives
A corporation which is a shareholder, or which
has been appointed as a Proxy, may appoint
an individual to act as a representative to vote
at the AGM. The appointment must comply
with section 250D of the Corporations Act.
The representative should bring to the AGM
evidence of his or her appointment unless it
has previously been provided to Link.
Voting by poll
Voting on Items at the AGM will be conducted
by poll. Further details on the poll will be
provided at the AGM.
NOTICE OF ANNUAL GENERAL MEETING

152019 NOTICE OF MEETING
an independent performance review of all
Directors. Following that review the Board
(with the exception of each Director in relation
to his or her own election or re-election) has
recommended the election or re-election of
each Non-executive Director below.
All Non-executive Directors standing for
election or re-election will address the AGM.
(a) Nerida Caesar
BCom, MBA, GAICD, Age 55. Independent
Non-executive Director since September 2017.
Ms Caesar is the Chairman of Workplace
Giving Australia Limited, a Director of Spark
Investment Holdco Pty Ltd, an Advisory Board
member of IXUP Limited and an Advisor to
Equifax Australia and New Zealand.
Ms Caesar has 30 years of broad-ranging
commercial and business management
experience. Most recently, Ms Caesar was
Group Managing Director and Chief Executive
Officer, Australia and New Zealand, of Equifax,
formerly Veda Group Limited from February
2011 to June 2017. Ms Caesar is also a former
Director of Genome.One Pty Ltd and Stone
and Chalk Limited. Ms Caesar was also
formerly Group Managing Director, Telstra
Enterprise and Government, responsible for
Telstra’s corporate, government and large
business customers in Australia as well as the
international sales division. She also worked as
Group Managing Director, Telstra Wholesale,
and prior to that held the position of
Executive Director Enterprise & Government
where she was responsible for managing
EXPLANATORY NOTES
Item 1
Financial Reports
This Item relates to Westpac’s Financial
Report, Directors’ Report and Auditor’s
Report (the Reports) for the year ended
30 September 2019. This Item does not
require a formal resolution and so no
vote will be held. Shareholders may ask
questions on the Reports. The Reports
are in Westpac’s 2019 Annual Report
and can be accessed on our website at
www.westpac.com.au/investorcentre.
Item 2
Re-Election and Election
of Directors
Ms Nerida Caesar, Mr Ewen Crouch AM
and Mr Peter Marriott are retiring by
rotation at this meeting in accordance
with the Constitution and are
offering themselves for re-election.
Mr Steven Harker and Ms Margaret Seale
both joined the Board on 1 March 2019
and are offering themselves for election.
Westpac seeks to maintain a high-quality
Board with the skills and experience to
represent shareholders in understanding the
complexities of a modern financial services
environment. A skills matrix which is included
in Westpac’s Corporate Governance Statement
and available on Westpac’s website at
www.westpac.com.au/about-westpac/
westpac-group/corporate-governance/
corporate-governance-overview/ sets out the
skills of the Board. This matrix highlights that
the current Board has the necessary skills and
experience to be Directors of your company.
In addition, each year the Board conducts

WESTPAC GROUP16
as Chairman of Partners. His other roles
at Allens included Co-Head Mergers and
Acquisitions and Equity Capital Markets,
Executive Partner, Asian offices and Deputy
Managing Partner. Mr Crouch served as a
Director of Mission Australia from 1995 and
as Chairman from 2009, before retiring
in November 2016. From 2010 to 2015,
Mr Crouch was a member of the Takeovers
Panel. In 2013, Mr Crouch was awarded
an Order of Australia in recognition of his
significant service to the law as a contributor
to legal professional organisations and to
the community.
Mr Crouch is the Chairman of Corporate
Travel Management Limited, a Director of
BlueScope Steel Limited, Sydney Symphony
Orchestra Holdings Pty Limited and Jawun.
He is a member of the Commonwealth
Remuneration Tribunal.
Mr Crouch does not have a relationship
with Westpac, other than as a Director, as
a customer and as a shareholder. Mr Crouch
does not have a relationship with any
other Director.
Mr Crouch is the Chairman of the Board Risk
& Compliance Committee and a member of
each of the Board Audit, Board Nominations
and Board Remuneration Committees.
The Board considers Mr Crouch to be an
independent director.
The Board (other than Mr Crouch)
unanimously recommends shareholders
vote in favour of the re-election of Mr
Crouch to the Board.
The Chairman of the AGM intends to vote
all available proxies in favour of this Item.
products, services and customer relationships
throughout Australia. Prior to joining Telstra,
Ms Caesar held several senior management
and sales positions with IBM within Australia
and internationally over a 20 year period,
including as Vice President of IBM’s Intel
Server Division for the Asia Pacific region.
Ms Caesar does not have a relationship
with Westpac, other than as a Director, as a
customer and as a shareholder. Ms Caesar does
not have a relationship with any other Director.
Ms Caesar is a member of the Board Risk
& Compliance and Board Technology
Committees.
The Board considers Ms Caesar to be an
independent director.
The Board (other than Ms Caesar)
unanimously recommends shareholders vote
in favour of the re-election of Ms Caesar to
the Board.
The Chairman of the AGM intends to vote
all available proxies in favour of this Item.
(b) Ewen Crouch AM
BEc (Hons.), LLB, FAICD. Age 63.
Independent Non-executive Director since
February 2013.
Mr Crouch was a Partner at Allens from 1988
to 2013, where he was one of Australia’s
most accomplished mergers and acquisitions
lawyers. He served as a member of the
firm’s board for 11 years, including four years
NOTICE OF ANNUAL GENERAL MEETING

172019 NOTICE OF MEETING
The Board considers Mr Harker to be an
independent director.
The Board (other than Mr Harker)
unanimously recommends shareholders
vote in favour of the election of Mr Harker
to the Board.
The Chairman of the AGM intends to vote
all available proxies in favour of this Item.
(d) Peter Marriott
BEc (Hons.), FCA. Age 62. Independent
Non-executive Director since June 2013.
Mr Marriott has over 30 years’ experience
in senior management roles in the finance
industry encompassing international banking,
finance and auditing. He joined Australia and
New Zealand Banking Group Limited (ANZ)
in 1993 and held the role of Chief Financial
Officer from July 1997 to May 2012. Prior to
his career at ANZ, Mr Marriott was a banking
and finance, audit and consulting partner at
KPMG Peat Marwick. Mr Marriott was formerly
a Director of ANZ National Bank Limited in
New Zealand and various ANZ subsidiaries.
Mr Marriott is currently a member of the
Monash University Council and also the
Chairman of the Monash University Council’s
Resources and Finance Committee.
Mr Marriott is a Director of ASX Limited, ASX
Clearing Corporation Limited, ASX Settlement
Corporation Limited and Austraclear Limited.
Mr Marriott does not have a relationship with
Westpac, other than as a Director and as
a shareholder. Mr Marriott does not have a
relationship with any other Director.
(c) Steven Harker
BEc (Hons.), LLB. Age 64. Independent
Non-executive Director since 1 March 2019.
Mr Harker has over 35 years of experience
in investment banking. He was formerly
Managing Director and Chief Executive Officer
of Morgan Stanley Australia from 1998 to
2016 and then Vice Chairman until February
2019. Prior to joining Morgan Stanley, he
spent fifteen years with Barclays de Zoete
Wedd (BZW, now Barclays Investment Bank).
Mr Harker is a former Chairman and Director
of Australian Financial Markets Association
Limited and a former Director of Investa
Property Group. He also previously served
on the board of the Centre for International
Finance and Regulation. He is also a former
Guardian of the Future Fund of Australia.
Mr Harker currently serves as Honorary
Treasurer of Ascham School.
Mr Harker is currently a Director of The
Banking and Finance Oath Limited, The
Hunger Project Australia, ASX Refinitiv Charity
Foundation, New South Wales Golf Club
Foundation Limited and Ascham School Ltd.
Mr Harker does not have a relationship
with Westpac, other than as a Director, as a
customer and as a shareholder. Mr Harker does
not have a relationship with any other Director.
Mr Harker is a member of the Board Risk &
Compliance and Board Audit Committees.

WESTPAC GROUP18
Mr Marriott is the Chairman of the Board Audit
Committee and a member of each of the
Board Nominations, Board Risk & Compliance
and Board Technology Committees.
The Board considers Mr Marriott to be an
independent director.
The Board (other than Mr Marriott)
unanimously recommends shareholders vote
in favour of the re-election of Mr Marriott to
the Board.
The Chairman of the AGM intends to vote
all available proxies in favour of this Item.
(e) Margaret Seale
BA, FAICD. Age 59. Independent
Non-executive Director since 1 March 2019.
Ms Seale has more than 25 years’ experience
in senior executive roles across a range of
industry sectors. Her particular focus was
sales and marketing, general management,
and the successful transition of traditional
business models to digital environments.
Prior to her non-executive career, she
was Managing Director of Random House
Australia and New Zealand and President,
Asia Development for Random House Inc.
Ms Seale is a former Director of Ramsay
Health Care Limited, Bank of Queensland
Limited, and Penguin Random House Australia
Pty Limited, of which she was also Chair. She
also previously served on the boards of Chief
Executive Women (chairing its Scholarship
Committee), the Powerhouse Museum, and
the Sydney Writers Festival.
Ms Seale is currently a Director of Scentre
Group Limited, Telstra Corporation Limited
and Australian Pacific (Holdings) Pty Limited.
Ms Seale does not have a relationship with
Westpac, other than as a Director, as a
customer and as a shareholder. Ms Seale does
not have a relationship with any other Director.
Ms Seale is a member of the Board
Risk & Compliance and Board
Remuneration Committees.
The Board considers Ms Seale to be an
independent director.
The Board (other than Ms Seale) unanimously
recommends shareholders vote in favour of
the election of Ms Seale to the Board.
The Chairman of the AGM intends to vote
all available proxies in favour of this Item.

NOTICE OF ANNUAL GENERAL MEETING

192019 NOTICE OF MEETING
Item 3
Grant of Equity to
Managing Director and
Chief Executive Officer
Shareholders are asked to vote on
the grant of equity to the CEO, Brian
Hartzer, as part of his 2020 financial
year remuneration. The grant of equity is
consistent with Mr Hartzer’s employment
agreement and the CEO Long Term
Variable Reward Plan (CEO LTVR
Plan) which were set by the Board and
supported by shareholders at prior AGMs.
To support the alignment of the CEO’s long
term interests with shareholder interests,
the Board believes the CEO should maintain
a substantial shareholding in Westpac and
receive part of his remuneration in the form of
equity that vests if certain conditions are met.
Specifically, it is proposed that the 2020
long term variable reward (LTVR award) be
allocated in the form of performance share
rights. If certain conditions (including a
performance hurdle) are met over a four-year
performance period, the performance share
rights will vest as set out in the CEO LTVR
Plan Rules.
An overview of the CEO LTVR Plan is
provided below. Further details of Mr Hartzer’s
remuneration arrangements are set out
in the Remuneration Report in Westpac’s
2019 Annual Report, which is available at
www.westpac.com.au/investorcentre.
1. Reason for requesting shareholder
approval
Under the CEO LTVR Plan, the Board decides
whether shares to satisfy any vested LTVR
awards will be acquired on-market or be
issued by Westpac. ASX Listing Rule 10.14
requires shareholder approval for the issue
of securities to a Director under an employee
incentive scheme.
While it is currently intended that shares will
be acquired on-market, shareholder approval
is being sought in order to preserve flexibility
to issue shares under the CEO LTVR Plan in
satisfaction of the CEO’s entitlement in the
event that the award vests at the end of the
performance period.
This resolution is not seeking approval for
the total remuneration of the CEO but for
the issue of securities to the CEO (as a
Director) under the CEO LTVR Plan, which
is one component of his total remuneration.
If shareholder approval is not obtained,
the Board will consider alternative
approaches to rewarding Mr Hartzer on
the achievement of the performance and
service conditions detailed below. This
may include the satisfaction of any vested
awards through an on-market purchase of
shares or paying him a cash equivalent.
Shareholder approval is also being
sought for the purposes of sections 200B
and 200E of the Corporations Act for
termination benefits that may be given
to Mr Hartzer in connection with the
deferred LTVR award covered by Item 3.
If approved, Mr Hartzer will be entitled to
receive benefits arising through this award
on termination of employment (subject to
various conditions), in addition to any other
termination benefits that may be provided
to him, without further shareholder
approval. It is intended that this approval
will remain valid during the life of equity
granted to Mr Hartzer in relation to Item 3.

WESTPAC GROUP20
2. Terms of the CEO LTVR Plan
Consistent with our remuneration strategy, the terms of the CEO LTVR Plan have been designed to:
• align Mr Hartzer’s accountability and remuneration with the long term interests of
shareholders by rewarding the delivery of sustained Group performance over the long term;
• place a significant proportion of Mr Hartzer’s remuneration ‘at-risk’ because vesting is subject
to the achievement of a performance hurdle, a service condition and an adjustment; and
• ensure Mr Hartzer’s remuneration is competitive and aligned with market remuneration in the
financial services industry.
Terms of the CEO LTVR Plan
Quantum of
award
Each year, Westpac may grant performance share rights to Mr Hartzer under
the CEO LTVR Plan.
The Board has determined that Mr Hartzer will receive a 2020 LTVR award,
comprising a maximum grant of 120,020 performance share rights under
the CEO LTVR Plan to the value of $3,585,000. Subject to meeting the
performance hurdle and other vesting criteria described below, the maximum
number of ordinary shares to be issued to Mr Hartzer under his 2020 LTVR
award is 120,020, at a price of $29.87 per performance share right.
The number of performance share rights to be granted to Mr Hartzer was
determined by dividing the dollar value of his LTVR by the market price
(being the volume weighted average market price of Westpac’s ordinary
shares, as traded on the ASX in the five trading days up to and including
30 September 2019).
NOTICE OF ANNUAL GENERAL MEETING

212019 NOTICE OF MEETING
Terms of the CEO LTVR Plan
Performance
hurdle
• The CEO LTVR Plan award will vest after four years (starting on the day after
the day on which the Board determined the CEO’s LTVR award) subject to
a relative Total Shareholder Return (TSR) performance hurdle and subject to
overriding discretion where deemed appropriate by the Board.
• The relative TSR performance hurdle measures Westpac’s TSR against a
composite TSR index comprising the top ten Australian financial services
companies (other than Westpac).
• Fifty percent of the composite TSR index is weighted to the three other
major banks and fifty percent is weighted to the remaining seven financial
services companies.
• The composite TSR index is calculated by multiplying each peer
company’s TSR for the four-year performance period by its respective
weighting. The ten results are then added together to form the index.
Westpac’s TSR for the four-year period is then compared to the
composite TSR index.
• The vesting schedule is outlined below:
Westpac’s TSR performanceVesting
Below composite TSR index0%
Equal to composite TSR index50%
Composite TSR index exceeded by 21.55 or more
(i.e. 5% compound annual growth in TSR over the
four-year period)
100%
Vesting will occur on a straight line basis between 50% and 100%.
Under the CEO LTVR Plan, the performance hurdle must be satisfied before
performance share rights can vest, except in limited circumstances (refer
to the Board discretion described above and the cessation of employment
section below). There is no re-testing.
ForfeitureIf, in the Board’s opinion, Mr Hartzer has acted fraudulently or dishonestly,
or is in material breach of his obligations, the Board may determine that his
unvested performance share rights will be forfeited.
The Board may in certain circumstances also adjust the number of unvested
performance share rights downwards, or to zero, in which case they will
be forfeited. This may occur in order to respond to significant misconduct
by Mr Hartzer which may result in significant financial and/or reputational
impact to Westpac.

WESTPAC GROUP22
Terms of the CEO LTVR Plan
ClawbackAt the discretion of the Board, clawback will apply to vested equity
awards for up to seven years from the date of grant. Clawback may occur
in circumstances of serious or gross misconduct, fraud, bribery, severe
reputational damage, and any other deliberate, reckless or unlawful conduct
that may have a serious adverse impact on Westpac, its customers or its
people which has resulted in dismissal or the Board considers at its discretion
would have justified dismissal or where otherwise required by law.
Clawback has been introduced to the CEO’s LTVR Plan in respect of
performance periods commencing on or after 1 October 2019 to strengthen
the management of employee conduct and application of remuneration
consequences (see Item 4).
Cessation of
employment
Subject to the Board’s discretion, all unvested performance share rights will
be forfeited when Mr Hartzer’s employment with Westpac ceases, except
where the cessation of his employment:
• is due to his death, or total and permanent disablement; or
• occurs in certain circumstances (such as a change of control where
certain other conditions are met).
Unvested performance share rights held by Mr Hartzer will vest if his
employment ceases for any of the above reasons, unless the unvested
performance share rights are prevented from vesting by law.
NOTICE OF ANNUAL GENERAL MEETING

232019 NOTICE OF MEETING
3. Termination benefits
Early vesting of Mr Hartzer’s LTVR awards
in the circumstances outlined above may
amount to the giving of a termination benefit.
The Board also has discretion in relation
to performance share rights where
Mr Hartzer ceases employment under certain
circumstances that do not involve serious
misconduct and where early vesting of
performance share rights is not otherwise
prohibited by law. This discretion enables
the Board to vest or leave the performance
share rights on foot, subject to the
performance hurdles.
The Board may determine to exercise
this discretion in relation to LTVR awards
in circumstances where Mr Hartzer’s
employment ceases without fault on his
part. In determining whether to exercise
discretion, the Board will take into account
all relevant circumstances, which may include
Mr Hartzer’s (and Westpac’s) performance
against applicable performance hurdles at
the date of cessation, as well as Mr Hartzer’s
individual performance and the period that
has passed from the date of grant to the date
of cessation.
The value of termination benefits that may
be given to Mr Hartzer by reason of early
vesting of any of his 2020 LTVR awards or
the exercise of the Board’s discretion that
his performance share rights will not lapse,
cannot be determined in advance. This is
because, in addition to the factors listed
above, the value at the date of cessation
of employment will also depend upon:
• the number of securities initially granted
as part of a LTVR award;
• the date when, and circumstances in which,
Mr Hartzer ceases employment;
• Westpac’s share price at the date of
vesting; and
• the number of unvested securities held
by Mr Hartzer at the time of cessation.

WESTPAC GROUP24
4. Further information
(a) No loans are, or will be, granted to
Mr Hartzer in connection with the CEO
LTVR Plan.
(b) Performance share rights granted under
the CEO LTVR Plan will be published each
year in the Annual Report. The Annual
Report will note that approval for issue of
those securities was obtained under ASX
Listing Rule 10.14.
(c) Mr Hartzer is the only Director of Westpac
entitled to participate in the CEO LTVR
Plan. If shareholders vote in favour of
Item 3, no additional person who becomes
entitled to participate in the CEO LTVR
Plan will participate until approval is
obtained under ASX Listing Rule 10.14.
(d) Mr Hartzer is not permitted to trade in
securities received under the CEO LTVR
Plan until they have vested. After vesting,
trading must comply with Westpac’s
Securities Trading Policy.
(e) Performance share rights do not receive
dividends and do not have voting rights.
(f) If shareholder approval is obtained, the
grant of performance share rights (and
the underlying shares) will be approved
for the purposes of all applicable
requirements, including sections 200B and
200E of the Corporations Act and ASX
Listing Rule 10.14.
(g) Westpac will grant the performance share
rights in December 2019, and in any event,
no later than three years after the AGM.
(h) Since the last approval under Listing
Rule 10.14 at the 2018 AGM, Mr Hartzer
was awarded 227,338 share rights under
the FY19 CEO LTVR Plan with a notional
value of $2,528,000 and face value of
$5,616,534. The notional value of the
performance share rights was calculated
by an independent valuer, taking the
market price of Westpac shares at the
start of the performance period, and
using a Monte Carlo pricing model. The
face value is calculated by multiplying
the number of performance share rights
granted during the year by the five day
Volume Weighted Average Price up to
and including the grant date.
Further information on the CEO LTVR Plan
is available in the Remuneration Report.
A voting exclusion applies to this Item, as
set out earlier in this Notice of Meeting.
The Board (other than Mr Hartzer)
unanimously recommends shareholders vote
in favour of Item 3.
The Chairman of the AGM intends to vote
all available proxies in favour of this Item.
NOTICE OF ANNUAL GENERAL MEETING

252019 NOTICE OF MEETING
Item 4
Remuneration Report
Shareholders are asked to adopt
Westpac’s Remuneration Report for
the year ended 30 September 2019.
This report is included in Westpac’s
2019 Annual Report and is available at
www.westpac.com.au/investorcentre.
Strategy and framework
Westpac’s remuneration strategy is designed
to attract and retain talented employees
by rewarding them for achieving high
performance and delivering sustained
long-term results for shareholders. The
remuneration strategy is supported by the
reward framework set out in sections 2 and 4
of the 2019 Remuneration Report.
The CEO and Group Executives are
rewarded based on a total reward framework
comprising:
Fixed remuneration
to attract and retain high quality executives
through market competitive and fair
remuneration.
STVR
to ensure a portion of remuneration is
variable and at-risk; linked to the delivery of
agreed plan targets that support Westpac’s
strategic priorities, noting that outcomes may
fall below target or exceed the target amount
when exceptional performance is achieved.
LTVR
to align executive accountability and
remuneration with the long-term interests
of shareholders by rewarding the delivery
of sustained Group performance.
Non-executive Director remuneration is
designed to attract and retain experienced,
qualified Board directors and provide
appropriate remuneration for their time
and expertise. Non-executive Director
remuneration for Board membership
comprises cash fees and superannuation.
Additional fees are paid to Non-executive
Directors for membership on certain
Board Committees, subsidiary boards
or advisory boards.

WESTPAC GROUP26
Response to the first strike
In 2018, 64.16% of votes were cast against
the adoption of the 2018 Remuneration
Report which resulted in Westpac
receiving a ‘first strike’.
In response to the first strike, the Board
and management spent significant time
in 2019 reflecting on improvements to
remuneration arrangements and outcomes
to ensure that shareholder concerns are
fully addressed.
We completed a comprehensive review
of executive remuneration practices with
a focus on the remuneration strategy,
frameworks, governance, decision-making
processes that support the Board in
determining outcomes for KMP and our
approach to communication.
A key objective of our review was to
identify opportunities for improvement
and balance the needs of our stakeholders,
including shareholders and regulators. As
part of the review we also consulted widely
with major shareholders and shareholder
advisory groups. Details of the feedback
received, and our response is provided in
the introduction from the Chairman of the
Board Remuneration Committee in the
2019 Remuneration Report.
Following the review and considering
market feedback, the Board has:
• changed the LTVR allocation approach
so that the number of performance
share rights granted is now determined
by the face value of shares at the grant
date, rather than fair value;
• reduced the 2020 total target and
maximum remuneration for Group
Executives through a reduction in the
LTVR opportunity;
• reduced fees paid to current
Non-executive Directors for 2019;
• updated the CEO’s 2019 STVR
scorecard to include a greater focus
on non-financial risks, as well as
customer outcomes;
• improved our remuneration governance
and decision-making frameworks;
• enhanced our remuneration
adjustment guidelines;
• introduced clawback as an additional
remuneration adjustment tool which will
take effect for prospective awards; and
• improved disclosure in the 2019
Remuneration Report.
We will continue to review our
remuneration framework in 2020,
particularly as APRA finalises its new
Prudential Standard for remuneration.
NOTICE OF ANNUAL GENERAL MEETING

272019 NOTICE OF MEETING
Quantum of remuneration
2019 Remuneration outcomes
2019 Fixed remuneration2019 STVR outcomes2016 LTVR outcomes
David McLean (Chief Executive
Officer, Westpac New Zealand)
and Gary Thursby (Chief
Operating Officer) received
fixed remuneration
increases of 10% and 7%,
respectively, in 2019 to align
their remuneration with
the market. David Lindberg
received an increase to his
fixed remuneration of 7% in
2019 to reflect the increased
size and scale of his role
on appointment to Chief
Executive, Consumer. No other
Group Executives received
total target remuneration
increases during 2019.
The CEO recommended to
the Board that he forego his
STVR for this year. The Board
separately considered the
matter and determined that a
zero STVR outcome for 2019
for the CEO was appropriate
to reflect accountability for
poor non-financial risk and
financial outcomes, as well
as some poor customer
outcomes, including those
highlighted at the Royal
Commission.
The 2019 STVR outcomes
for Group Executives ranged
from 0% to 83% of the target
opportunity and 0% to 55% of
the maximum opportunity.
The average 2019 STVR
outcome for Group Executives
was 56% of the target
opportunity, down from
87% in 2018.
The performance hurdles for
the 2016 CEO LTVR Plan and
the 2016 Group Executive
LTVR Plan were not met
and, as a result, the awards
lapsed in full for the fourth
consecutive year.
Total remuneration awarded and realised by
KMP in 2019 is outlined in section 3 of the
2019 Remuneration Report.
Total remuneration calculated in accordance
with the Australian Accounting Standards
is provided at section 7 of the 2019
Remuneration Report.
Westpac values shareholder feedback and,
while the vote on this Item is non-binding
(in accordance with the Corporations Act),
the Board will take the outcome of the
vote into account when considering future
remuneration policies.
A voting exclusion applies to this Item, as
set out earlier in this Notice of Meeting.
The Board unanimously recommends
shareholders vote in favour of adopting
the Remuneration Report.
The Chairman of the AGM intends to vote
all available proxies in favour of this Item.

WESTPAC GROUP28
Item 5
Conditional Spill Resolution
This Item will only be put to the AGM if
at least 25% of the votes validly cast on
Item 4 to adopt the Remuneration Report
are cast against the resolution. If less than
25% of the votes validly cast on Item 4 are
against the resolution, then there will be
no ‘second strike’ and this Item will not be
put to the AGM.
If this Item is put to the AGM,
shareholders will be asked to vote on
whether an extraordinary general meeting
known as a ‘Spill Meeting’ should be
convened. For this Item to be passed,
more than 50% of the votes validly cast
on the resolution must be in favour of it.
If this Item is passed at the AGM, a Spill
Meeting must be held within 90 days of
the AGM.
All the following Non-executive Directors will
cease to hold office at the end of the Spill
Meeting, unless they are willing to stand for
re-election and are re-elected at the Spill
Meeting:
• Lindsay Maxsted;
• Nerida Caesar*;
• Ewen Crouch AM*;
• Alison Deans;
• Craig Dunn;
• Anita Fung;
• Steven Harker*;
• Peter Marriott*;
• Peter Nash; and
• Margaret Seale*.
* This assumes that these Non-executive Directors
are re-elected and/or elected at the AGM
under Item 2 and seek re-election at the Spill
Meeting. However, there is no assurance that all
Non-executive Directors will seek re-election at
this time.
In accordance with the Corporations
Act, ASX Listing Rules and Westpac’s
Constitution, the CEO, Brian Hartzer, would
not be required to stand for election as a
Director, and would continue to hold office,
at the Spill Meeting.
NOTICE OF ANNUAL GENERAL MEETING

292019 NOTICE OF MEETING
The Board considers the following factors
to be relevant to a shareholder’s decision
on how to vote on this Item:
• the Board has taken the first strike
against the Remuneration Report in
2018 very seriously, including through
increased shareholder engagement,
adjusted remuneration plans and
remuneration consequences for
people at Westpac as a result of the
circumstances of this year;
• the current Board has the skills and
experience to provide effective
oversight to your company and to
represent shareholders;
• all Non-executive Directors
have previously been elected by
shareholders (aside from Mr Harker
and Ms Seale, who will stand for
election at this AGM);
• a change in the Board could
significantly undermine the stability
of the Board, and the stability of your
company. Holding the Spill Meeting
would create significant disruption
and uncertainty for your company.
Furthermore, if the Spill Meeting
occurred and the Non-Executive
Directors were not returned to office,
it could take considerable time to
rebuild a Board with the same skills
and experience as the current group
of Non-executive Directors. Further
changes to the Board and uncertainty
in the renewal of Non-executive
Directors resulting from the Spill
Meeting is not believed by your Board
to be in the best interests of Westpac
or its shareholders; and
• there would be disruption and
significant cost incurred if Westpac
is required to convene and hold the
Spill Meeting.
A voting exclusion applies to this Item, as
set out earlier in this Notice of Meeting.
In the event this Item is put to the vote
at the AGM, the Board unanimously
recommends shareholders vote against
Item 5.
The Chairman of the AGM intends to vote
all available proxies against this Item.

WESTPAC GROUP30
Item 6
Resolutions Requisitioned
by Shareholders
A small group of shareholders has
proposed two resolutions under section
249N of the Corporations Act and
requested pursuant to section 249P of
the Corporations Act that the statements
set out in Appendix 1 to this Notice of
Meeting be provided to shareholders.
Item 6(a) – Requisitioned resolution
to amend Westpac’s Constitution
Item 6(a) is a special resolution which
proposes an amendment to Westpac’s
Constitution.
NOTICE OF ANNUAL GENERAL MEETING
Your Board’s Response
Your Board supports the rights of
shareholders to serve notices under the
Corporations Act and is also attentive
and responsive to feedback from
shareholders. However, your Board
does not believe that the requisitioned
resolution which is the subject of
Item 6(a) is in the best interests
of shareholders.
Westpac is a large organisation
operating in an increasingly complex
financial services landscape. Your
Directors represent and serve the
interests of all shareholders by providing
guidance, oversight and leadership to
the company, and must do so while
balancing each of them with the
interests of multiple stakeholders. Your
Board must have the clear authority to
make decisions about the management
of the company so that it can meet its
obligation to act in the best interests
of all shareholders. The amendment
proposed by a small number of
shareholders represented by Market
Forces would impact the Board’s ability
to make these decisions effectively
and confuse the role of the Board
and shareholders.

312019 NOTICE OF MEETING
The proposed amendment, if approved,
would also make Westpac’s Constitution
inconsistent with the constitutions of
other ASX listed companies and the
rights and obligations of shareholders and
directors under Australian law. Changes to
the governance framework of Australian
companies to allow shareholders to put
forward advisory resolutions are a matter
for the Australian Government, and the
proper channel to effect change would
be through legislative reform following
public consultation.
Your Board notes that shareholders already
have a number of avenues available
to them to engage with the company.
Westpac has a dedicated investor
relations team and a comprehensive
shareholder engagement program, which
this year included extensive consultation
with both individual and institutional
shareholders to understand your views
and act on your feedback regarding
executive remuneration. Over many years,
a significant part of this engagement has
related to climate change.
Shareholders also have the right to ask
questions or make comments regarding
Westpac’s business at any time, including
at the AGM, where your Board and Group
Executives are able to listen to your
feedback and respond to your questions.
A question form will also accompany this
Notice of Meeting and shareholders are
encouraged to submit questions about
your company in advance if you cannot
attend the AGM or do not wish to ask a
question in person.
Shareholders have carriage of the course
and direction of Westpac by voting on the
composition of the Board. If shareholders
disapprove of actions taken by the Board,
they also have the right to exercise their
vote to refuse to re-elect a Non-executive
Director or remove them from office by
ordinary resolution.
The Board unanimously recommends
shareholders vote against Item 6(a).
The Chairman of the AGM intends to vote
all available proxies against this Item.

WESTPAC GROUP32
NOTICE OF ANNUAL GENERAL MEETING
Item 6(b) – Requisitioned resolution on
transition planning disclosure
Item 6(b) contains an ‘advisory resolution’ and
may be properly considered at the AGM only
if Item 6(a) is passed by a special resolution.
If Item 6(a) is not passed, Item 6(b) will not
be put to the vote at the AGM.
Westpac was the first Australian
bank to recognise the importance of
limiting global warming to two degrees
and was a signatory to the ‘CEO
Statement on Business and Climate
Change and the Paris Negotiations’
supporting the Australian Government’s
commitment to limit global warming
to less than two degrees Celsius above
pre-industrial levels.
As a financial institution, the most
constructive role Westpac can play is to
work with customers and support them
as they manage through this change.
In 2008, Westpac was the first major
Australian bank to release a climate
change position statement. This was
updated in 2014 and again in 2017, with
our next position statement scheduled
to be finalised by mid-2020.
Commitment to action on climate
change
The Board approved the Group’s current
Climate Change Position Statement and
2020 Action Plan (CCPS) in 2017. The
CCPS, is based on five principles:
• A transition to a net zero economy
is required;
• Economic growth and emissions;
reductions are complementary goals;
• Addressing climate change creates
financial opportunities;
Your Board’s Response
Your Board acknowledges the objectives
of the resolutions requisitioned by
shareholders, however, believes that
Westpac has a strong track record of
meeting its commitments on climate
change. Westpac has long recognised
the threat of climate change, is
committed to playing its role to respond
and provides shareholders with detailed
information about the steps that it has
taken and will take going forward.
The Board therefore does not endorse
the resolution contained in Item 6(b)
and recommends that Shareholders
vote against it.
Westpac’s acknowledgement of the
significance of climate change
The Board recognises that climate
change is one of the most significant
issues that will impact the long-term
prosperity of our economy and way
of life.

332019 NOTICE OF MEETING
• Climate-related risk is a financial risk;
and
• Transparency and disclosure matters.
It also identifies five focus areas,
supported by specific targets and actions:
• Provide finance to back climate change
solutions;
• Support businesses that manage their
climate-related risks;
• Help individual customers respond to
climate change;
• Improve and disclose climate change
performance; and
• Advocate for policies that stimulate
investment in climate change solutions.
Some of the key features of the
CCPS and the Group’s corresponding
performance include:
• Setting a $10 billion target for
lending to climate change solutions
by 2020 and $25 billion by 2030. At
31 March 2019, the 2020 target had
been surpassed.
• Limiting lending to customers in the
Thermal Coal Sector
1
with specific
criteria including; higher calorific
value, existing coal producing basins
only. At 31 March 2019 coal mining
averaged around 0.1% of total lending,
with the majority weighted towards
metallurgical coal.
• Committing to only finance new
power generation if it reduces the
emissions intensity of the grid in which
the generator operates. At 31 March
2019, Westpac’s share of lending to
renewables in the electricity generation
sector was 71%, with Westpac being
the largest financier to new renewable
energy projects in Australia
2
.
• Committing to reduce the emissions
intensity of Westpac’s power generation
portfolio to 0.30 tCO2e/MWh by 2020.
At 31 March 2019 this target had been
surpassed whereby the emissions
intensity of Westpac’s electricity
generation portfolio was approximately
one third of the Australian National
Energy Market.
• Completing scenario analysis under 1.5,
2 and 4-degree scenarios and disclosing
potential levels of exposure to climate-
related risks in key lending portfolios.
• Supporting customers with their
transition pathways to a net zero
emissions economy with innovative
sustainable finance solutions such as
climate bonds and the world’s first
Green Tailored Deposit certified by
the Climate Bonds Initiative.
1. The Thermal Coal Sector includes coal projects when project financed, or the average of a coal
mining company’s thermal coal portfolio when corporate financed, and coal handling terminals.
Diversified mining companies producing a range of commodities will be subject to the same criteria
where the revenue derived from thermal coal operations exceeds 30 per cent.
2. Period between 1st October 2017 and 31 March 2019.

WESTPAC GROUP34
NOTICE OF ANNUAL GENERAL MEETING
• Continuing to advocate for policies
and standards, including as a
founding member of the Australian
Sustainable Finance Initiative and
founding signatory of the United
Nations Environment Programme
Finance Initiative’s Principles for
Responsible Banking.
This approach represents a practical,
science-based and responsible
approach, which recognises and
maintains the Group’s strong track
record of support for the economy,
environment and communities.
Keeping shareholders informed of
our progress
The Group reports progress against
the CCPS every six months, framed in
line with the recommendations of the
Task Force on Climate-related Financial
Disclosures an approach advocated
by regulators. The latest information
will be available in the 2019 Annual
Report, Appendix 4E, Sustainability
Performance Report, Investor
Discussion Pack and Annual Review
and Sustainability Report.
The substance of Item 6(b) therefore
incorporates many of the Group’s
commitments and actions to operate in
a manner consistent with limiting global
warming to less than two degrees
Celsius above pre-industrial levels.
Board recommendation
In light of the above commitments and
Westpac’s efforts to keep shareholders
informed on your company’s progress,
the Board does not believe any additional
disclosure is required.
In the event this Item is put to the vote at the
AGM, the Board unanimously recommends
shareholders vote against Item 6(b).
The Chairman of the AGM intends to vote
all available proxies against Item 6(b).

352019 NOTICE OF MEETING
APPENDIX 1
Supporting Statements Provided
by Market Forces
The statements below were provided by
Market Forces and are not endorsed by the
Board. The Board unanimously recommends
that shareholders vote against Resolution 6(a)
and, if put to the meeting, Resolution 6(b).
Supporting Statement 1
Shareholder resolutions are a healthy part of
corporate democracy in many jurisdictions
other than Australia. For example, in the UK
shareholders can consider resolutions seeking
to explicitly direct the conduct of the board. In
the US, New Zealand and Canada shareholders
can consider resolutions seeking to advise their
board as to how it should act. As a matter of
practice, typically, unless the board permits
it, Australian shareholders cannot follow the
example of their UK, US, New Zealand or
Canadian cousins in this respect.
A board of Directors is a steward for
shareholders and accountability for the
discharge of that stewardship is essential to
long-term corporate prosperity.
In rare situations the appropriate course of
action for shareholders dissatisfied with the
conduct of board members is to seek to
remove them. But in many situations such a
personality-focused approach is unproductive
and unwarranted. In those situations a
better course of action is to formally and
publicly allow shareholders the opportunity
at shareholder meetings such as the AGM to
alert board members that the shareholders
seek more information or favour a particular
approach to corporate policy.
The Constitution of Westpac is not conducive
to the right of shareholders to place resolutions
on the agenda of a shareholder meeting.
In our view, this is contrary to the long-term
interests of Westpac, the Westpac board and
all Westpac shareholders.
Passage of this resolution – to amend the
Westpac constitution – will simply put the
company in a similar position in regard to
shareholder resolutions as any listed company
in the UK, US, Canada or New Zealand.
We encourage shareholders to vote in favour
of this resolution.
Supporting Statement 2
Despite committing to support the climate
goals of the Paris Agreement, Westpac has
failed to align its lending practices or policies
with these goals.
Westpac must disclose strategies and targets
to reduce exposure to fossil fuels in line with
the climate goals of the Paris Agreement,
or risk exposing itself and shareholders to
needless transitional climate risk.
Westpac being left behind
Signed by 197 nations, the Paris Agreement
aims to limit “the increase in the global
average temperature to well below 2°C above
pre-industrial levels and pursuing efforts to
limit the temperature increase to 1.5°C.”
1

Major financial institutions have called for
action to reduce emissions in line with the
Paris climate goals, including the phase out
of coal power in OECD countries by 2030.
Signed by 515 investors representing over
US$35 trillion in assets, the Global Investor
Statement to Governments on Climate
Change requests governments “phase
out thermal coal power worldwide by set
deadlines.”
2
Its accompanying Briefing
Paper clarifies these deadlines, including the
elimination of coal power in OECD countries
by no later than 2030.
3

1. https://unfccc.int/sites/default/files/english_paris_agreement.pdf, art 2(1)(a)
2. https://theinvestoragenda.org/focus-areas/policy-advocacy/
3. https://theinvestoragenda.org/wp-content/uploads/2018/05/GISGCC-briefing-paper-FINAL.pdf

WESTPAC GROUP36
NOTICE OF ANNUAL GENERAL MEETING
Commonwealth Bank has committed to
“reduce our exposures to thermal coal mining
and coal fired power generation, with the
view to exiting the sector by 2030.”
4
Similarly,
QBE will no longer insure new thermal
coal projects, and will phase out all direct
insurance services to thermal coal customers
by 2030.
5

A Paris-aligned energy transition also requires
significant declines in oil and gas use. The
IPCC’s Special Report on Global Warming of
1.5°C demonstrates that the role of gas for
primary energy must decline globally by 25%
by 2030 (from a 2010 baseline), with oil’s role
in primary energy falling 37% over the same
time frame.
6
Westpac’s current activities
Despite the rapid declines in fossil fuel use
that can be expected under a Paris-aligned
transition, there is no clear trajectory that
reflects this from our company’s loan book.
Westpac’s total committed exposure (TCE) to
coal mining was greater in 2018 ($1.4 billion)
than in 2015 ($1.3 billion) and fluctuated
significantly during that period, between
$0.58 billion in 2017 and $1.4 billion in 2018.
7

Westpac continues to finance the expansion
of the fossil fuel industry. In 2018, Westpac
co-financed a $720 million deal to Coronado
Global Resources. Coronado’s contract to
supply thermal coal via the Curragh coal
mine to the Stanwell power station in central
Queensland is expected to keep Stanwell
operating well beyond the investor-backed
2030 deadline for OECD countries to phase
out coal power. In April 2016, Westpac
contributed to a deal to enable lnterOil to
develop one of Asia’s largest untapped gas
fields, Elk-Antelope in Papua New Guinea. The
project is expected to facilitate 342 Mt of CO
2

emissions over its lifetime.
8
Westpac also lends against the balance
sheets of companies such as Whitehaven
Coal and Woodside Petroleum, whose plans
to significantly increase fossil fuel production
are entirely inconsistent with the Paris climate
goals. Whitehaven justifies its expansion
plans with energy demand projections that
are consistent with 3°C of warming by 2100,
9

while Woodside’s capital expenditure plans
have been found to be incompatible with the
Paris Agreement.
10

Financial risks and regulatory scrutiny
In June 2017, the Task Force for
Climate-related Financial Disclosures (TCFD)
published its final recommendations, designed
to allow investors to “appropriately assess and
price climate-related risk and opportunities.”
11

Recognising “Banks are exposed to climate-
related risks and opportunities through their
lending and other financial intermediary
activities as well as through their own
operations,” the TCFD recommends:
Banks should provide the metrics used to
assess the impact of (transition and physical)
climate-related risks on their lending and
other financial intermediary business activities
in the short, medium, and long term.
12
4. https://www.commbank.com.au/content/dam/commbank/about-us/download-printed-forms/
environment-and-social-framework.pdf
5. http://qbe.com/media-centre/qbe-group-energy-policy
6. https://www.ipcc.ch/sr15/
7. https://www.2018annualreport.westpacgroup.com.au/downloads/2018-Sustainability-Performance-Report.
pdf (slide 83)
8. https://www.marketforces.org.au/campaigns/banks-new/twodegrees/
9. http://www.whitehavencoal.com.au/wp-content/uploads/2018/09/WVN_224754_Annual-Report-2018_
LR_FA-3.pdf
10. https://www.carbontracker.org/wp-content/uploads/2019/09/CTI_Breaking_the_Habit_Report_6.pdf
11. https://www.fsb-tcfd.org/wp-content/uploads/2017/06/FINAL-TCFD-Report-062817.pdf
12. https://www.fsb-tcfd.org/wp-content/uploads/2017/06/FINAL-TCFD-Annex-062817.pdf

372019 NOTICE OF MEETING
13. https://www.westpac.com.au/about-westpac/investor-centre/environmental-social-governance/
14. https://www.apra.gov.au/news-and-publications/australias-new-horizon-climate-change-challenges-and-
prudential-risk
15. https://www.apra.gov.au/media-centre/media-releases/apra-step-scrutiny-climate-risks-after-releasing-
survey-results
16. https://download.asic.gov.au/media/4871341/rep593-published-20-september-2018.pdf
17. https://www.oecdguidelines.nl/documents/publication/2019/04/19/ncp-final-statement-4-ngos-vs-ing
The TCFD also states: “Organizations should
describe their key climate-related targets... in
line with anticipated regulatory requirements
or market constraints or other goals.”
Westpac claims to “align with and support”
the TCFD.
13
However, after two years,
shareholders are still in the dark about the
specific, measurable impacts of climate risk
facing our company. Westpac is falling behind
competitors like Commonwealth Bank, which
has been disclosing measurable risks for two
reporting cycles.
Adoption of this resolution would ensure
Westpac discloses metrics and targets
to demonstrate effective management of
financial climate change transition risks, in
line with the TCFD recommendations and
previously stated investor expectations.
Australian regulators have been calling for
robust climate risk management from financial
institutions. APRA has warned “Some climate
risks are distinctly ‘financial’ in nature. Many
of these risks are foreseeable, material and
actionable now.”
14
APRA Executive Board
Member Geoff Summerhayes has since said:
“APRA wants to see continuous improvement
in how organisations disclose and manage
these [climate] risks over coming years.”
15

ASIC in September 2018 stated: “Climate
change is a foreseeable risk facing many
listed companies ... Directors and officers of
listed companies need to understand and
continually reassess existing and emerging
risks (including climate risk) that may affect
the company’s business. This extends to both
short-term and long-term risks.”
16

It has also been found that the OECD
Guidelines for Multinational Enterprises
(which Westpac is subject to) require banks
to formulate concrete climate goals for their
financial services.
17
Investor support required
Despite its stated support for the Paris
Agreement, Westpac remains an active
investor in an expanding fossil fuel sector,
further exposing shareholders to financial
risks associated with the economic transition
required to meet the Paris Agreement’s
climate goals.
We urge shareholders to vote in favour of this
resolution, and expect the many institutional
investors already outspoken on this issue to
offer their support.

WESTPAC GROUP38
NOTICE OF ANNUAL GENERAL MEETING
ATTENDING THE AGM
Location
International Convention Centre Sydney
Darling Harbour Theatre, Level 2
14 Darling Drive
Sydney New South Wales 2000
The International Convention Centre Sydney (ICC) is in the precinct of Darling Harbour
on Cockle Bay. The venue is close to bus, train and light rail stations and a ferry wharf.
It also has access for taxis and its own car park. For more information on the ICC visit
www.iccsydney.com.au.
HARBOURSIDE
SHOPPING CENTRE
GREEN TRANSPORT & ACCESS OPTIONS
KING
STREET
WHARF
DARLING
ISLAND
W YNYARD
ST JAMES
MARTIN PLACE
MUSEUM
TOWN
HALL
PYRMONT
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PYRMONT BAY
DARLING
HARBOUR
CENTRAL
BUSINESS
DISTRICT
CBD
BARANGAROO
ULTIMO
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TOWN
TUMBALONG
PARK
WENTWORTH
PARK
DARLING
HARBOUR
ROYAL
BOTANIC
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THE DOMAIN
HYDE PARK
HYDE PARK
CONVENTION
WENTWORTH
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ZOLLNER
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How to get here

How to get there
By car
The ICC has two car parking stations being
the Sydney Exhibition Centre Car Park and
First State Super Theatre Car Park. Both
carparks can be accessed via 14 Darling Drive.
The Sydney Exhibition Centre Car Park is the
most convenient for those attending the AGM.
By taxi
Taxi ranks are located at Iron Wharf Place next
to Harbourside Shopping Centre and Zollner
Circuit on the Southern end of the ICC. Both
are accessed via Darling Drive.
By bus
Bus routes 389 and 501 stop on Harris Street
near Allen Street, which is a 10 minute walk
from the ICC.
By train
The ICC is a 10 minute walk from Town Hall
Station and a 15 minute walk from Central
Station. Train services operate between Sydney
airport and these stations, with a travelling
time of approximately 20 minutes. The light rail
connects from Central Station to the ICC.
By light rail
The light rail runs between Central Station
and Dulwich Hill and stops at the ICC.
By ferry
Direct ferry services to Darling Harbour
operate from Circular Quay, King Street Wharf
and Pyrmont Bay Wharf. It is a 15 minute
walk from King Street Wharf to the ICC and
a 10 minute walk from Pyrmont Bay Wharf
to the ICC. Water Taxis to Darling Harbour
depart from the Rocks, Circular Quay, the
Opera House, Barangaroo and Luna Park.
In addition, Captain Cook Cruises operates
services between Darling Harbour Convention
Wharf, Barangaroo, King Street Wharf No.1
and Circular Quay.
Further information about travel to the
venue and parking can be found at
www.iccsydney.com.au/visit-icc-sydney
or by calling (+61 2) 9215 7100. For public
transport information and timetables visit
www.transportnsw.info or call 131 500.
Venue security
Security arrangements will be in place at the
venue, including electronic screening prior to
AGM entry.
Cloakroom facilities
A cloakroom is available at the venue’s
customer service desk and is located on
the ground floor, just to the left of the AGM
registration.
Webcast
For those shareholders unable to attend
in person, the AGM will be webcast live at
www.westpac.com.au/investorcentre and an
archive of the AGM will also be subsequently
available.
Further information
For further information regarding the
Westpac AGM, please contact Link on
(+61) 1800 804 255 (toll free within Australia).