2019 Annual General Meeting Results

Market Announcements Office
ASX Limited
20 Bridge Street
Sydney NSW 2000

Westpac Place
Level 18, 275 Kent Street
Sydney NSW 2000
TEL
+61 2 8219 8990

FAX
+61 2 8253 1215
12 December 2019

Dear Sir / Madam

Westpac Banking Corporation (Westpac) – Results of 2019 Annual General Meeting

The outcome of the polls conducted at Westpac’s Annual General Meeting held earlier today, are as
follows:

Item Resolution Outcome
2(a) Re-election of Nerida Caesar as a Director Passed as ordinary resolution
2(b) Re-election of Ewen Crouch AM as a Director Withdrawn
2(c) Election of Steven Harker as a Director Passed as ordinary resolution
2(d) Re-election of Peter Marriott as a Director Passed as ordinary resolution
2(e) Election of Margaret Seale as a Director Passed as ordinary resolution
3 Grant of equity to the Managing Director and Chief
Executive Officer
Withdrawn
4 Adoption of the Remuneration Report for the year
ended 30 September 2019
Passed as ordinary resolution
5 Conditional Spill Resolution Not passed as an ordinary
resolution
6(a) Requisitioned resolution to amend the Westpac
constitution
Not passed as a special resolution
6(b) Requisitioned resolution on disclosure of strategies and
targets in relation to fossil fuel exposure
Not valid

As more than 25% of the votes were cast against Resolution 4, this constitutes a second strike for the
purposes of the Corporations Act 2001 (Cth). Consequently, Westpac was required to put Resolution 5
to the meeting.

As Resolution 5 was not passed by shareholders, Westpac will not be required to hold a spill meeting.

Resolution 6(b) was not valid as it was conditional on Resolution 6(a) being approved by the required
majority.

In accordance with Listing Rule 3.13.2 and section 251AA of the Corporations Act 2001 (Cth), the total
number of proxies received and the total number of votes cast on each poll is attached.

Yours sincerely

Timothy Hartin
Group Company Secretary
Westpac Banking Corporation

ANNUAL GENERAL MEETING
Thursday, 12 December, 2019
WESTPAC BANKING CORPORATION
Resolution Votes
For
Votes
Against
Discretionary
Chairman of Meeting

Other Nominated
Person/s

For Against Abstain **
As required by section 251AA(2) of the Corporations Act 2001 (Commonwealth) the following statistics are provided in respect of each resolution on the agenda.
Manner in which the securityholder directed the proxy vote
(as at proxy close):
Manner in which votes were cast in person or by proxy
on a poll (where applicable)
Votes
Abstain
RESULT OF GENERAL MEETING
(ASX REPORT)
Direct vote
(as at proxy close):
For Against Resolution
Result
Total Votes
Discretionary
1,234,384,215 14,176,343 60,245,918 47,047,140 412,545,684
2A
TO RE-ELECT NERIDA CAESAR AS A
DIRECTOR
22,076,303 46,684,778 394,869,953 1,151,669,642
25.05% 74.95%
12,001,193
10,075,110
Carried
Withdrawn Withdrawn Withdrawn Withdrawn Withdrawn
2B
TO RE-ELECT EWEN CROUCH AM AS A
DIRECTOR
Withdrawn Withdrawn Withdrawn Withdrawn
Withdrawn
Withdrawn
1,594,969,745 11,660,758 63,212,103 40,509,588 58,382,080
2C
TO ELECT STEVEN HARKER AS A
DIRECTOR
22,150,910 40,237,963 44,050,478 1,508,329,735
3.53%
96.47%
12,096,625
10,054,285
Carried
959,273,549 18,013,837 57,061,533 39,251,259 695,403,726
2D
TO RE-ELECT PETER MARRIOTT AS A
DIRECTOR
22,154,918 38,910,535 665,257,747 888,309,898
42.03% 57.97%
12,110,535
10,044,383
Carried
1,638,293,033 11,565,516 63,377,044 32,161,213 23,385,249
2E
TO ELECT MARGARET SEALE AS A
DIRECTOR
22,200,187 31,828,059 9,141,506 1,551,563,042
1.41%
98.59%
12,146,469
10,053,718
Carried
Withdrawn Withdrawn Withdrawn Withdrawn Withdrawn
3
GRANT OF EQUITY TO MANAGING
DIRECTOR AND CHIEF EXECUTIVE
OFFICER
Withdrawn Withdrawn Withdrawn Withdrawn
Withdrawn
Withdrawn
1,083,328,565 55,677,584 19,287,864 3,033,782 606,718,811
4
REMUNERATION REPORT 21,879,222 2,652,032 539,293,477 1,050,751,373
35.90% 64.10%
12,100,789
9,778,433
Carried
143,043,328 53,249,563 16,479,713 54,522,323 1,493,881,207
5
CONDITIONAL SPILL RESOLUTION 22,555,671 54,139,470 1,416,840,307 125,123,932
91.26%
8.74%
13,808,570
8,747,101
Not Carried
Printed: 12/12/2019 4:54:17PM Page 1 of 2
This report was produced from the Link Market Services Meeting System
** - Note that votes relating to a person who abstains on an item are not counted in determining whether or not the required majority of votes were cast for or against that item

ANNUAL GENERAL MEETING
Thursday, 12 December, 2019
WESTPAC BANKING CORPORATION
Resolution Votes
For
Votes
Against
Discretionary
Chairman of Meeting

Other Nominated
Person/s

For Against Abstain **
As required by section 251AA(2) of the Corporations Act 2001 (Commonwealth) the following statistics are provided in respect of each resolution on the agenda.
Manner in which the securityholder directed the proxy vote
(as at proxy close):
Manner in which votes were cast in person or by proxy
on a poll (where applicable)
Votes
Abstain
RESULT OF GENERAL MEETING
(ASX REPORT)
Direct vote
(as at proxy close):
For Against Resolution
Result
Total Votes
Discretionary
130,554,445 62,217,043 10,681,544 70,061,023 1,492,259,537
6A
TO AMEND THE CONSTITUTION OF
WESTPAC BANKING CORPORATION
21,765,848 69,421,423 1,406,167,413 118,462,012
91.96% 8.04%
13,043,189
8,722,659
Not Carried
Not Valid 63,549,868 10,640,705 Not Valid Not Valid
6B
TO DISCLOSE STRATEGIES AND
TARGETS FOR REDUCTION IN FOSSIL
FUEL EXPOSURE
21,339,279 14,581,034 1,311,550,563 267,429,369
12,789,650
8,549,629
Not Valid
Printed: 12/12/2019 4:54:17PM Page 2 of 2
This report was produced from the Link Market Services Meeting System
** - Note that votes relating to a person who abstains on an item are not counted in determining whether or not the required majority of votes were cast for or against that item