Westpac 2020 AGM Notice of Meeting

ASX Release


2 November 2020

Westpac 2020 AGM Notice of Meeting

Westpac Banking Corporation (“Westpac”) today provides the attached Westpac
2020 Annual General Meeting (“AGM”) Notice of Meeting.










For further information:

David Lording Andrew Bowden
Group Head of Media Relations Head of Investor Relations
0419 683 411 0438 284 863


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



Level 18, 275 Kent Street
Sydney, NSW, 2000

Notice of
Meeting
2020
ANNUAL GENERAL MEETING
WESTPAC BANKING CORPORATION
ABN 33 007 457 141
Fix. Simplify. Perform.

Message from the Chairman 2
Participating in the Westpac 2020 Annual General Meeting 4
Notice of 2020 Annual General Meeting 6
Important voting information 8
Explanatory Notes 11
CONTENTS
Annual General Meeting
Friday, 11 December 2020
10:00am (Sydney Time)
To be held online (as a virtual Annual General Meeting)
1
WESTPAC GROUP 2020 NOTICE OF MEETING

MESSAGE FROM
THE CHAIRMAN
PARTICIPATING
IN THE AGM
NOTICE OF
2020 AGM
IMPORTANT VOTING
INFORMATION
EXPLANATORY
NOTES
Westpac has some significant
challenges ahead, but with
plans underway to get back
to our core and a refreshed
management team we are
confident of completing the
turnaround while simplifying
and strengthening the company”.
John McFarlane, Chairman
Dear Shareholder
I present to you our 2020 Notice of Meeting and
hope you will be able to participate in our 2020
Annual General Meeting on 11 December 2020,
which will be held online.
While I would prefer to meet you in person, holding
our AGM online is consistent with Australian
Government advice to protect shareholders from
the risk of a significant gathering of people while
the COVID-19 pandemic remains in the community.
I encourage shareholders to read this Notice
of Meeting, which includes the resolutions, an
explanation of each, and the recommendations of
the Board. The notes explain each resolution while
further detail on our strategy, performance and
progress is in our Annual Report, including in the
reports from myself and the Chief Executive Officer.
It goes without saying this has been a very
challenging year for Australia. No one has been
immune to the widespread effects of measures to
bring the pandemic under control, which followed
so quickly after the catastrophic summer bushfires.
While we have done our utmost to protect
customers through these difficult times, this –
coupled with major regulatory issues faced by
Westpac – has contributed significantly to reducing
the company’s profitability, share price and
dividend payment.
Not paying a first half dividend was a particularly
difficult decision for the Board. We know some
shareholders rely heavily on dividends and that given
the environment this has placed even more pressure
on self-funded retirees. We have determined a final
dividend of 31 cents per share which is the maximum
dividend per share consistent with APRA’s guidance
and expectations. We recognise the importance of
working quickly to put ourselves into a consistent
dividend paying position each half.
I know that many people – including shareholders,
customers, employees and the community – have
been angered and saddened by the serious and
deeply regrettable compliance shortcomings at the
centre of civil proceedings brought by AUSTRAC.
I too was surprised and disappointed to see
Westpac, a company with an enviable history and
strong values, suffer such a fall from grace. Our
shareholders – and the community more broadly
– deserve better. It was for this reason I agreed to
take on the role of Chairman and help drive the
much-needed changes in the company: to get back
to our core businesses, to restore performance and
value, to remain well-capitalised, and to embed
effective risk management.
Having led equivalent turnarounds at a number of
other financial institutions, I became quickly aware
of the company’s strengths and issues from the
outset, and have put in place a strong management
team led by our new Chief Executive Officer Peter
King, who, in turn, has set out a comprehensive
program to bring us back to full strength. This will
take some time, but we are already seeing progress.
progress. Given the size of the task, I am pleased we
have updated Peter’s contract with no fixed tenure
and twelve months’ notice, replacing the two-year
term in his initial agreement.
I have also made changes to the Board, its
Committees and the conduct of meetings, which
will strengthen the Board, its processes and its
effectiveness in governing the company.
MESSAGE FROM THE CHAIRMAN
2
20CONTES1MAGN 2020 NOTICE OF MEETING

I do not underestimate the size of the task but under
the leadership of Peter King, and the refreshed
Executive team, we are confident of completing
the turnaround while simplifying and strengthening
the organisation.
Significant change has already taken place. The
Group has a new purpose, a new strategy and over
half of the Executive team has now changed. At the
same time, we have conducted thorough reviews
of our culture, risk management and processes and
have actions in place to get things done. Fortunately,
there is much good we can build on and I have been
encouraged by our strong brands and high quality
people. The management and staff at Westpac are
keen and committed to doing the right thing and
have a supportive and helping mindset. The way
our people rallied behind customers through the
devastating bushfires and storms early in the year
along with how we have helped individuals and
businesses through this pandemic are real strengths
of which we can be proud.
Turning to the AGM, as your new Chairman, I come
to you objectively with no historic ties, and I am
confident the Board’s recommendations are right for
your company.
There are no material changes being presented to
shareholders at this AGM including on executive
remuneration. The main items for consideration are
the resolutions on remuneration, CEO equity grants
and the election of Directors.
The significant decision on remuneration this year
has been to ensure there has been appropriate
accountability for the AUSTRAC matters. The
Board commissioned a management accountability
assessment which supported the outcomes applied.
In summary, remuneration consequences were
applied to 38 current and former employees that
were identified as being accountable or responsible
for the failures, either individually and/or collectively.
In aggregate, the amount of remuneration
consequences applied was $20.1 million
1
. This
included cancelling all short term variable reward
for the Group Executive team in the 2020 financial
year and, in some instances, adjusting prior year
awards that had yet to vest. Other non-remuneration
consequences were also applied.
We recognise the seriousness of the AUSTRAC
matters and deeply regret and apologise sincerely for
what has occurred. Having agreed with AUSTRAC to
resolve the proceedings, our focus is now on looking
forward, strengthening our capability in financial
crime and continuing our detailed remediation plan.
A number of Directors are standing for election
at this year’s AGM, including myself. Alison Deans
will retire from the Board at the conclusion of the
AGM. Alison has been a strong asset to the Board,
including chairing the Board Technology Committee.
Peter Nash is seeking re-election. He is Chair of the
Board Audit Committee as well as the Board Legal,
Regulatory & Compliance Committee and is making a
strong contribution, particularly in these areas.
Two new Directors – Chris Lynch and Michael Hawker
– are also standing for election. Both directors bring
significant gravitas and experience and have been
recommended by the Board for election. As we
continue with Board renewal we are progressing
additional appointments who will bring additional
skills, experience and diversity to the Board.
Two other individuals submitted nominations for
the Board in accordance with the Corporations
Act, as detailed later in this Notice of Meeting.
After consideration by the Board Nominations &
Governance Committee and the Board, neither
were recommended for election. I respect anyone
who is prepared to help stand-up and seek to make
a difference, and given what Westpac has faced
this year, I fully understand why they might have
nominated. While we do not think these candidates
are right for your Board, I would like to personally
thank them for putting forward their nomination.
We have been working hard to make it as easy as
possible to participate in our online AGM. Detail
on how the AGM will operate is in this document.
I appreciate your understanding in working with
these new arrangements and look forward to
your participation.
I sincerely appreciate your ongoing support,
particularly in light of events over the year. Looking
ahead, as we enter another challenging period, for
both Westpac and for the sector, I do ask for your
continued support as we work through these times
and continue to make changes to get this company
back to its rightful place.
Yours sincerely,
John McFarlane
Chairman
2 November 2020
1 This includes the forfeiture of unvested short and long term variable reward for the former CEO as well as a range of downward
remuneration adjustments, in part or in full, to current and former executives and employees. Equity-based awards were valued
using the five day volume weighted average price of Westpac shares up to and including the date of receipt of AUSTRAC’s
Statement of Claim on 20 November 2019 ($26.20) and applying a 50% discount for long term variable reward subject to
performance conditions. The cancellation of 2020 short term variable reward for the CEO and Group Executives was valued at
50% of target opportunity at 2 April 2020.
3
WESTPAC GROUP 2020 NOTICE OF MEETING

MESSAGE FROM
THE CHAIRMAN
PARTICIPATING
IN THE AGM
NOTICE OF
2020 AGM
IMPORTANT VOTING
INFORMATION
EXPLANATORY
NOTES
All Westpac shareholders have the opportunity
to participate in the Annual General Meeting of
Westpac Banking Corporation (ABN 33 007 457
141) (Westpac) (2020 AGM), including having the
ability to view proceedings, ask questions and
vote (subject to the voting exclusions).
For the purposes of the 2020 AGM, a person
will be considered a shareholder if they were
registered as the holder of those shares at
7:00pm (Sydney time) on Wednesday,
9 December 2020. Share transfers registered
after that time will be disregarded in
determining voting entitlements.
Live online
Via the AGM Online Platform,
(details below) which enables
attendees to watch and listen
to the 2020 AGM live, view
slides and proxy results and,
for those that are entitled to
do so, ask questions online
and vote.
Teleconference
By using the teleconference
(details on page 5) to dial in
which enables attendees to
listen to the 2020 AGM live
and, for those that are entitled
to do so, ask questions.
Watch the webcast
By logging on to the
Westpac AGM website at
westpac.com.au/AGM, which
enables attendees to watch
and listen to the 2020 AGM
live and view slides and proxy
results. This option is for
viewing only and there is no
ability to ask questions or vote.
How to participate in the 2020 AGM
There are three ways shareholders (and their proxies, corporate representatives and attorneys)
may participate in the 2020 AGM. Further details on these options are detailed below. Copies of
the Chairman’s and CEO’s speeches will be available on the ASX just prior to the commencement
of the AGM and can also be obtained on the Westpac website at westpac.com.au/AGM. The 2020
AGM will also be recorded and made available on Westpac's website shortly after the event.
Participating in the
Westpac 2020 AGM
https://agmlive.link/WBC20
4
20CONTES1MAGN 2020 NOTICE OF MEETING

Participate Live Online
To participate live online, shareholders
(and their proxies, corporate representative
and attorneys) may connect to the AGM
Online Platform on the day of the meeting
by following these steps:
—enter https://agmlive.link/WBC20 into a web
browser on your computer or mobile device;
—input your Shareholder Reference Number
(SRN) or Holder Identification Number (HIN)
to verify your shareholding, which is set
out on your most recent holding statement
or can be requested in advance from Link
Market Services on 1800 804 255 (Australia),
0800 002 727 (New Zealand) or
+61 1800 804 255 (International); and
—for proxies, use your proxy code to verify your
appointment, which Link Market Services will
provide by email no later than 48 hours prior
to the 2020 AGM.
Further information on how to use the AGM
Online Platform (including how to vote and ask
a question) is available in the Online Platform
Guide which is available at westpac.com.au/AGM.
Technical assistance will be available on the day
of the meeting, and details of how to access
this assistance are included in the Online
Platform Guide.
Online registration will open at 9:00am
(Sydney Time) on Friday, 11 December 2020
(one hour before the meeting) and we
recommend logging into, or accessing, the
AGM Online Platform before the scheduled
start time using the instructions above.
Participate by Teleconference
Shareholders (and their proxies, corporate
representative and attorneys) can dial into
the meeting, listen to the 2020 AGM live and
ask questions. A telephone moderator will be
available to notify those dialling in when they
may ask questions.
You must provide your SRN/HIN and proxies
must provide their proxy code and PIN, to verify
your shareholding or appointment as proxy when
dialling in.
Participants will also require a unique
shareholder PIN to participate in the
teleconference, which can be requested
from Link Market Services on 1800 804 255
(Australia), 0800 002 727 (New Zealand) or
+61 1800 804 255 (International) before 5:00pm
(Sydney time) on 9 December 2020.
The teleconference line will open at 9:00am
(Sydney time) on the day of the 2020 AGM.
Dial in numbers:
Australia Toll Free: 1800 572 288
New Zealand Toll Free: 0800 448 986
International Toll Free: +61 1800 572 288
Watch the Webcast
The meeting will be webcast live on the Westpac
website at westpac.com.au/AGM. As the webcast
is ‘view only’, you will not be able to vote or ask a
question but can do so in the ways described in this
Notice of Meeting.
How to ask questions
Shareholders can ask questions on the day of the
AGM through the AGM Online Platform or via the
teleconference once they have been verified.
Shareholders are encouraged to lodge questions
in advance of the meeting. Questions can be
lodged online from 2 November 2020 at
vote.linkmarketservices.com/WBC. To log in you
must enter your SRN/HIN and your postcode or
select ‘Outside Australia’. You can also submit a
question in the same manner as the Voting Form
(see ‘How to Vote’ section below). A Question Form
can be accessed and downloaded for completion
at westpac.com.au/AGM. Questions submitted
in advance must be received by Westpac’s
Share Registry, Link Market Services, by 5:00pm
(Sydney time) on Thursday, 3 December 2020. The
Chairman will consider questions received
in advance when preparing his AGM address.
The 2020 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 during the
meeting through the AGM Online Platform
and teleconference. The Chairman and the
CEO will generally answer questions, however,
some questions may be referred to Westpac’s
Auditor or to another member of the Board or
senior executive. If appropriate, a response may
otherwise be provided as soon as possible after
the meeting;
—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 accessibility options to participate in the
2020 AGM by having a sign language interpreter
present at the meeting who will be visible on the
AGM Online Platform and the webcast.
So that all shareholders have an opportunity
to participate, we ask that shareholders:
—do not repeat questions already asked to
allow as many shareholders as possible the
opportunity to ask questions; and
—keep questions to matters being considered
at the meeting and which are relevant to
shareholders as a whole. We are not able to
discuss personal banking matters at the meeting.
5
20CONTES1MAGN 2020 NOTICE OF MEETING

MESSAGE FROM
THE CHAIRMAN
PARTICIPATING
IN THE AGM
NOTICE OF
2020 AGM
IMPORTANT VOTING
INFORMATION
EXPLANATORY
NOTES
The Annual General
Meeting of Westpac
Banking Corporation
(ABN 33 007 457 141)
(Westpac) will be held at
10:00am (Sydney time) on
Friday, 11 December 2020
as a virtual meeting.
Due to the changing risks from the
COVID-19 pandemic, the Board has decided
in the interests of the health and safety
of shareholders, employees and other
stakeholders, that there will not be a meeting
where shareholders can physically attend
in person this year. Registration will be
online and will commence at 9:00am
(Sydney time) for those accessing the
AGM Online Platform.
The health of Westpac’s shareholders, employees
and the wider community is of paramount
importance. Given the uncertainty and potential
health risks created by the COVID-19 pandemic,
and the resulting Government restrictions and
recommendations against travel and physical
gatherings, Westpac has made some changes
to the way the 2020 AGM will be conducted
to facilitate the continued engagement with
shareholders.
Shareholders and their proxies, corporate
representatives and attorneys can participate in
the 2020 AGM through the AGM Online Platform
or via webcast or teleconference.
The AGM Online Platform will include the ability
to view proceedings, and, for those who are
entitled to do so, the ability to ask questions and
to vote. There will also be a teleconference and
webcast available, and shareholders will also
have the opportunity to submit their votes or
questions in advance. Further details for how you
can participate in the 2020 AGM are set out in
this Notice of Meeting.
Due to the ongoing uncertainty of the COVID-19
pandemic, Westpac may be required to make
changes to the arrangements for the meeting at
short notice (for example if further restrictions
on movements are imposed). Westpac will
keep shareholders informed if this becomes
necessary and details will be made available at
westpac.com.au/AGM with any changes also
notified by an ASX release.
We are keen for as many shareholders
as possible to participate in the meeting.
Technical assistance will be available on the
day of the meeting by calling 1800 804 255
(Australia), 0800 002 727 (New Zealand) or
+61 1800 804 255 (International).
Notice of 2020
Annual General
Meeting
6
20CONTES1MAGN 2020 NOTICE OF MEETING

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 2020.
2. Grant of Equity to Managing Director
and Chief Executive Officer
To approve the grant of:
—performance share rights under the Long Term
Variable Reward (LTVR) Plan in respect of the
2020 financial year; and
—performance share rights under the LTVR Plan
in respect of the 2021 financial year,
to the Managing Director and Chief Executive
Officer, Peter King, in accordance with the
relevant 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).
3. Remuneration Report
To adopt the Remuneration Report for the year
ended 30 September 2020.
4. Re-election and election of Directors
(Recommended by the Board)
(a) To re-elect Peter Nash as a Director.
(b) To elect John McFarlane as a Director.
(c) To elect Christopher (Chris) Lynch as a
Director.
(d) To elect Michael Hawker as a Director.
5. Election of Directors
(Not Recommended by the Board)
To elect:
(a) Noel Davis who nominates himself as a
Director for election, in accordance with
the Westpac Constitution.
(b) Paul Whitehead who nominates himself as a
Director for election, in accordance with the
Westpac Constitution.
Subject to being elected, the appointment of
Mr Davis and/or Mr Whitehead as Directors
would only take effect upon the individual being
formally registered with the Australian Prudential
Regulation Authority (APRA) as an accountable
person under the Banking Act 1959 (Cth).
By order of the Board of Directors
Timothy Hartin
Company Secretary
2 November 2020
7
WESTPAC GROUP 2020 NOTICE OF MEETING

MESSAGE FROM
THE CHAIRMAN
PARTICIPATING
IN THE AGM
NOTICE OF
2020 AGM
IMPORTANT VOTING
INFORMATION
EXPLANATORY
NOTES
Important voting
information
Key Management Personnel (KMP) are subject
to voting restrictions on resolutions relating to
remuneration.
KMP include members of the Board and
Westpac’s Group Executive, and this definition
(and a list of KMP) is in Westpac’s 2020 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
2Grant of Equity to the Managing
Director and Chief Executive Officer
3Remuneration Report
Westpac will disregard any votes cast on Item 3,
in any capacity, by or on behalf of a member of
the KMP or their closely related parties. Westpac
will also disregard any votes cast on Items 2 and
3 as proxy or attorney 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 or attorney for a person entitled to vote
on the Item, and that person has directed the
KMP or their closely related party (as proxy
or attorney) how to vote on the Item on the
Voting Form;
—the Chairman of the AGM, as proxy or attorney
for a person entitled to vote on the Item, 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; or
—a holder acting solely in a nominee, trustee,
custodial or other fiduciary capacity on behalf
of the beneficiary provided that:
• the beneficiary provides written
confirmation to the holder that the
beneficiary is not excluded from voting, and
is not an associate of a person excluded
from voting, on the resolution; and
• the holder votes on the resolution in
accordance with directions given by the
beneficiary to the holder to vote in that way.
In addition, for Item 2, Westpac will disregard
any votes cast in favour of this Item by Mr King
and any associate of Mr King in accordance with
the Listing Rules. Westpac will not disregard a
vote cast by Mr King or any associate of Mr King
as proxy or attorney for a person who is entitled
to vote in accordance with the directions on the
Voting Form.
8
20CONTES1MAGN 2020 NOTICE OF MEETING

How to vote
There are three ways to vote at the 2020 AGM
Use the AGM Online Platform
to vote during the meeting
You can log in to the AGM Online Platform by
following the instructions in the section titled
‘Participating in the Westpac 2020 AGM’.
The Chairman of the meeting intends to open
voting shortly after the commencement of
the meeting at 10:00am (Sydney time) on
11 December 2020. Those entitled to vote may
do so via the AGM Online Platform any time
after the Chairman opens the voting and up until
15 minutes after the meeting has concluded.
The AGM Online Platform provides details of
how to vote with further information provided
in the Online Platform Guide available at
westpac.com.au/AGM.
Submit a direct vote prior to the
2020 AGM
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 set
out on page 10. Given changes to Australia Post’s
services which may see mail take longer to arrive
as a result of the COVID-19 pandemic, we suggest
that you allow additional time if you decide to send
your completed Voting Form by post.
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 and
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 westpac.com.au/AGM. Further
instructions on direct voting are available on the
front of the Voting Form.
A Voting Form can be accessed and downloaded
for completion at westpac.com.au/AGM.
Appoint a proxy
Shareholders can appoint up to two proxies to
participate in the 2020 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 2 and 3
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. Otherwise, the
Chairman of the AGM intends to vote all available
proxies in favour of all Items except Item 5.
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 2 and 3 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 those Items.
9
WESTPAC GROUP 2020 NOTICE OF MEETING

MESSAGE FROM
THE CHAIRMAN
PARTICIPATING
IN THE AGM
NOTICE OF
2020 AGM
IMPORTANT VOTING
INFORMATION
EXPLANATORY
NOTES
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 meeting, a proxy
may vote on such Items as they see fit.
If you wish to appoint a proxy, a completed
Voting Form (and any power of attorney or
other authority under which it is signed) must
be received by Link Market Services no later
than 10:00am (Sydney time) on 9 December
2020. Any Voting Form received after this
time will not be valid. A Voting Form can be
accessed and downloaded for completion at
westpac.com.au/AGM.
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 SRN or HIN
available. You may also scan the QR code on the
front of the Voting Form with an appropriate
device. You will need your SRN or HIN and the
postcode for your shareholding.
Email – scan and email a completed Voting Form
to vote@linkmarketservices.com.au.
By post or facsimile – completed Voting Forms
may be posted to Link Market Services Limited,
Locked Bag A6015, Sydney South NSW 1235 or
sent by facsimile to (+61 2) 9287 0309.
All Voting Forms must be received (either online,
by email, by post or fax) by 10:00am (Sydney
time) on Wednesday, 9 December 2020.
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 meeting. The appointment must
comply with section 250D of the Corporations
Act. The representative should lodge their
properly executed letter or other document
confirming their authority to act as the
company’s representative with their Certificate
of Appointment of Corporate Representative
form by post to Link Market Services at the
postal address shown opposite. A Certificate
of Appointment of Corporate Representative
form may be obtained from Link Market Services
or online at www.linkmarketservices.com.au
and must be received by Link Market Services
by 10:00am (Sydney time) on Wednesday,
9 December 2020.
Attorney
A shareholder entitled to participate and vote at
the 2020 AGM is entitled to appoint an attorney
to participate and vote at the meeting on the
shareholder's behalf. An attorney need not be a
shareholder of Westpac. The power of attorney
appointing the attorney must be duly signed and
specify the name of each of the shareholder and
the attorney, and specify the meetings at which
the appointment may be used.
To be effective, a copy of the power of attorney,
certified as a true copy by statutory declaration,
must also be received by Link Market Services
by 10:00am (Sydney time) on Wednesday,
9 December 2020 at the postal address shown
opposite.
Voting by poll
Voting on all Items at the 2020 AGM will be
conducted by poll and details will be provided
at the meeting.
How to vote (continued)
10
20CONTES1MAGN 2020 NOTICE OF MEETING

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 2020. 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 2020 Annual
Report and can be accessed on our website at
www.westpac.com.au/investorcentre.
Item 2
Grant of Equity to
Managing Director and
Chief Executive Officer
Shareholders are asked to vote on the grant
of equity to the CEO, Peter King, that will
form part of his current and potential future
remuneration arrangements.
The grant of performance hurdled equity will occur
in two parts and will be structured as follows:
—Performance share rights granted under the
LTVR Plan in respect of the 2020 financial year
(2020) and Mr King’s permanent appointment
to the CEO role on 2 April 2020; and
—Performance share rights granted under the
LTVR Plan in respect to the 2021 financial year
(2021) that will form part of Mr King’s 2021
financial year remuneration.
The grant of performance hurdled equity is
consistent with Mr King’s employment agreement
and the LTVR Plan, the terms of which have each
been set by the Board.
The Board believes it is appropriate to proceed
with granting performance hurdled equity to
support long term shareholder returns and
value creation.
Specifically, it is proposed that the 2020 and
2021 LTVR awards 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 LTVR Plan
rules (outlined below).
The Board also has the ability to adjust
the number of performance share rights
downwards (including to zero) in the event of
misconduct resulting in significant financial
and/or reputational impact to the Group and in
other circumstances considered appropriate.
Mr King’s 2020 target remuneration package
on appointment as CEO on 2 April 2020 was
determined as follows:
(a) fixed remuneration of $2,400,000;
(b) short term variable reward (STVR) of
$2,400,000 (noting that 2020 STVR was
cancelled in April 2020 for the CEO and the
Group Executives to demonstrate collective
accountability for the financial crime
outcomes in Westpac’s businesses that led to
the AUSTRAC proceedings); and
(c) an annual long term incentive with a face
value of $3,200,000.
To increase the alignment of the CEO’s long term
interests with those of shareholders, 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.
Further details of Mr King’s remuneration
arrangements are in the Remuneration
Report in Westpac’s 2020 Annual Report,
which is available at
www.westpac.com.au/investorcentre.
1. Reason for requesting shareholder approval
ASX Listing Rule 10.14.1 requires shareholder
approval for the issue of securities to a Director
under an employee incentive scheme.
Under the LTVR Plan, the Board decides whether
shares to satisfy any vested LTVR awards will be
acquired on-market or be issued by Westpac.
11
WESTPAC GROUP 2020 NOTICE OF MEETING

MESSAGE FROM
THE CHAIRMAN
PARTICIPATING
IN THE AGM
NOTICE OF
2020 AGM
IMPORTANT VOTING
INFORMATION
EXPLANATORY
NOTES
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 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, rather it relates to
the issue of securities to the CEO (as a Director)
under the 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 King should the performance
hurdles under the LTVR Plan be achieved. This
may include purchasing shares on-market 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 King in connection with the
deferred LTVR awards covered by Item 2.
TERMS OF THE LTVR PLAN
Quantum of award
Each year, Westpac may grant performance share rights to Mr King under the
LTVR Plan.
As Mr King was appointed Managing Director and CEO effective 2 April 2020
(having been in the CEO role on an acting basis since 2 December 2019), the Board
has deferred granting additional 2020 LTVR to Mr King until shareholder approval
has been obtained. Shareholder approval is now being sought for the additional
2020 and 2021 LTVR awards.
In line with Mr King’s 2020 target remuneration package on appointment as CEO,
the Board has determined that he will receive an additional 2020 LTVR award,
comprising a maximum grant of 12,391 performance share rights under the LTVR
Plan to the value of $200,000.
The Board has also determined that Mr King will receive a 2021 LTVR award
comprising a maximum grant of 187,134 performance share rights under the LTVR Plan
to the value of $3,200,000.
Subject to meeting the performance hurdle and other vesting criteria described
below, the maximum number of ordinary shares to be issued to Mr King under his
2020 LTVR award is 12,391 at a deemed issue price of $16.14 per performance share
right. The maximum number of ordinary shares to be issued under the 2021 LTVR
award is 187,134, at a deemed issue price of $17.10 per performance share right. The
performance share rights to be granted to Mr King will be offered at nil cost to him.
The number of performance share rights to be granted to Mr King was determined by
dividing the dollar value of the 2020 and 2021 LTVR awards by the respective 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 1 April 2020 for the
2020 LTVR award and 30 September 2020 for the 2021 LTVR award).
If approved, Mr King 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 King in relation to Item 2.
2. Terms of the LTVR Plan
Consistent with our remuneration strategy, the
terms of the LTVR Plan have been designed to:
—align Mr King’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 King’s
remuneration ‘at-risk’ because vesting is
subject to the achievement of a performance
hurdle, a service condition and adjustment; and
—ensure Mr King’s remuneration is competitive
and aligned with market remuneration in the
financial services industry.
Explanatory Notes (continued)
12
20CONTES1MAGN 2020 NOTICE OF MEETING

TERMS OF THE LTVR PLAN (CONTINUED)
Performance
hurdle
Under the LTVR Plan, the performance hurdle must be satisfied before performance
share rights can vest, except in limited circumstances (refer to the Board discretion
described below and the cessation of employment section below). There is
no re-testing.
The LTVR 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.
2020 LTVR
The relative TSR performance hurdle for the 2020 LTVR measures Westpac’s
TSR against a composite TSR index comprising ten of the top 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 with vesting to occur on a straight line basis
between 50% and 100%:
WESTPAC’S TSR PERFORMANCE
INDICATIVE
VESTING
PERCENTAGE
Composite TSR index exceeded by 21.55 or more (i.e. 5%
compound annual growth in TSR over the four-year period)
100%
Equal to composite TSR index50%
Below composite TSR index0%
2021 LTVR
The relative TSR performance hurdle for the 2021 LTVR measures Westpac’s TSR
against eight Australian financial services companies using a percentile ranking
vesting schedule as outlined below.
WESTPAC’S TSR PERFORMANCE
INDICATIVE
VESTING
PERCENTAGE
At the 75th percentile or higher100%
Between the median and the 75th percentile
Pro-rata vesting
between 50% and
100%
Below the median0%
Forfeiture
If, in the Board’s opinion, Mr King 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 King which may
result in significant financial and/or reputational impact to Westpac.
13
20CONTES1MAGN 2020 NOTICE OF MEETING

MESSAGE FROM
THE CHAIRMAN
PARTICIPATING
IN THE AGM
NOTICE OF
2020 AGM
IMPORTANT VOTING
INFORMATION
EXPLANATORY
NOTES
3. Termination benefits
Early vesting of Mr King’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 King 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 awards in circumstances
where Mr King’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 King’s (and Westpac’s) performance
against applicable performance hurdles at the
date of cessation, as well as Mr King’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 King as a result of early vesting of
any of his 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 the LTVR awards;
—the date when, and the circumstances in which,
employment ceases;
—Westpac’s share price at the relevant date of
vesting; and
—the number of unvested securities held at the
time of cessation.
4. Further information
(a) Since his appointment as Managing Director
and Chief Executive Officer, Mr King has not
been issued securities under the LTVR Plan.
(b) No loans are, or will be, granted to Mr King in
connection with the LTVR Plan.
(c) Performance share rights granted to Mr King
under the LTVR Plan will be published each
year in Westpac’s Annual Report. The Annual
Report will note that approval for issue of those
securities was obtained under ASX Listing
Rule 10.14.
(d) Other than Mr King, there are no other Directors
and no other associates of Directors who are
presently entitled to participate in the LTVR
Plan, and no additional Director who becomes
entitled to participate in the LTVR Plan will
participate until approval is obtained under ASX
Listing Rule 10.14.
(e) Mr King is not permitted to trade in securities
received under the LTVR Plan until they have
vested. After vesting, trading must comply with
the Westpac Group’s Securities Trading Policy.
(f) Performance share rights do not receive
dividends and do not have voting rights.
Explanatory Notes (continued)
TERMS OF THE LTVR PLAN (CONTINUED)
Clawback
At 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 applies to performance periods commencing on or after 1 October 2019 to
strengthen the management of employee conduct and application of remuneration
consequences.
Cessation of
employment
Subject to the Board’s discretion, all unvested performance share rights will be
forfeited when Mr King’s employment with Westpac ceases, except where the
cessation of his employment:
—is due to his retirement;
—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 King will vest if his employment
ceases for any of the above reasons unless the unvested performance share rights are
prevented from vesting by law.
14
20CONTES1MAGN 2020 NOTICE OF MEETING

(g) If shareholder approval is obtained, the grant
of awards 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.
(h) Westpac will grant the performance share
rights in December 2020 and, in any event,
no later than three years after the AGM.
Further information on the LTVR Plan and details
of Mr King’s 2020 remuneration arrangements
are available in the Remuneration Report in
Westpac’s 2020 Annual Report.
A voting exclusion applies to this Item, as set out
earlier in this Notice of Meeting.
The Board (other than Mr King) unanimously
recommends shareholders vote in favour of
Item 2.
The Chairman of the AGM intends to vote all
available proxies in favour of this Item.
Item 3
Remuneration Report
Shareholders are asked to adopt Westpac’s
Remuneration Report for the year ended
30 September 2020. This report is included in
Westpac’s 2020 Annual Report and is available
at www.westpac.com.au/investorcentre.
Strategy and 2020 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 section 2 of the 2020 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.
—Short term variable reward (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.
Response to the second strike
At the 2019 AGM, 35.9% of shareholder votes
were cast against the 2019 Remuneration Report,
resulting in a strike for a second year in a row.
This was a disappointing outcome for the
Board, particularly in light of the changes made
in response to the first strike against the 2018
Remuneration Report. These included reducing
total target remuneration by 23% for the former
CEO and 12.5% for Group Executives for 2020
to reflect changes in the LTVR allocation
methodology, as well as applying downward
remuneration adjustments in light of material risk
and compliance matters.
In addition, the CEO’s 2019 STVR outcome
was zero as was the case for the former Chief
Executive, BT Financial Group and the former
Chief Executive, Consumer. Non-executive
Director base fees for 2019 were reduced by 20%
as a one-off measure.
While most shareholders voted in favour of the
report, feedback received from shareholders
in relation to the 2019 Remuneration Report
included:
—discontent with the AUSTRAC Statement
of Claim;
—negative sentiment following the reduction
in dividends in 2019 and overall poor Group
performance, including significant remediation
provisions for 2019; and
—a lack of support for 2019 STVR outcomes.
During the year, the Group continued its
consultation with shareholders and shareholder
advisory groups to better understand
shareholder views and to act on their feedback.
This feedback has informed the decisions
we have made on remuneration outcomes
throughout the year.
15
WESTPAC GROUP 2020 NOTICE OF MEETING

MESSAGE FROM
THE CHAIRMAN
PARTICIPATING
IN THE AGM
NOTICE OF
2020 AGM
IMPORTANT VOTING
INFORMATION
EXPLANATORY
NOTES
2020 Remuneration outcomes
This year’s remuneration decisions, and
the discretion applied by the Board
in determining these results, reflect
performance and risk outcomes along
with the outcomes experienced by our
stakeholders and feedback from the second
strike against the 2019 Remuneration Report.
In summary, key remuneration outcomes for
2020 include:
—Reductions in the value of 2020 LTVR
opportunities for the CEO and Group
Executives, reflecting the change in
allocation methodology from fair value to
face value when determining the quantum
of performance share rights;
—The new CEO’s total target remuneration
is 10.7% lower than his predecessor, whose
total target remuneration was reduced by
23% in October 2019;
—The cancellation of 2020 STVR for the CEO
and Group Executives, to demonstrate
collective accountability for the financial
crime outcomes in Westpac’s businesses
that led to the AUSTRAC proceedings;
—Additional remuneration consequences
were applied to four Group Executives,
including current and former executives,
for the AUSTRAC matters, in addition to a
range of other remuneration consequences
for other current and former employees;
—The 2020 variable reward pool for the
Group was reduced by $139 million from
the prior year, noting the 2019 pool was
also significantly reduced;
—2020 STVR for General Managers was
cancelled in light of performance and
a challenging environment created by
COVID-19; and
—The 2017 LTVR lapsed in full for the fifth
consecutive year.
Explanatory Notes (continued)
Total remuneration awarded and realised by
KMP in 2020 is outlined in section 3 of the 2020
Remuneration Report.
Total remuneration calculated in accordance with
the Australian Accounting Standards is provided
at section 7 of the 2020 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.
16
20CONTES1MAGN 2020 NOTICE OF MEETING

Item 4
Re-election and election of Directors
(Recommended by the Board)
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
2020 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.
The Board undertakes ongoing self-assessment
as well as commissioning an annual performance
review by an independent consultant. This self-
assessment and review further informs the Board
Nominations & Governance Committee and the
Board on the current and future composition
of the Board. Following consideration of the
mix of skills, experience, expertise, diversity,
independence and other qualities of the
Directors, 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 meeting.
Ms Catriona (Alison) Deans is retiring from
the Board in accordance with the Constitution
and is not seeking re-election.
Mr Peter Nash is retiring by rotation at this
meeting in accordance with the Constitution
and is offering himself for re-election.
Mr John McFarlane joined the Board on
17 February 2020 and became Chairman
on 1 April 2020 and is offering himself for
election.
Mr Christopher (Chris) Lynch joined the Board
on 1 September 2020 and Mr Michael Hawker
will join the Board on 1 December 2020 and
each are offering themselves for election.
17
WESTPAC GROUP 2020 NOTICE OF MEETING

MESSAGE FROM
THE CHAIRMAN
PARTICIPATING
IN THE AGM
NOTICE OF
2020 AGM
IMPORTANT VOTING
INFORMATION
EXPLANATORY
NOTES
(a) Peter Nash
BCom, FCA, F Fin.
Independent Non-executive Director since
March 2018.
Mr Nash was formerly a Senior Partner with KPMG
until September 2017, having been admitted to the
partnership of KPMG Australia in 1993. Mr Nash most
recently served as the National Chairman of KPMG
Australia from 2011 until August 2017, where he was
responsible for the overall governance and strategic
positioning of KPMG in Australia. In this role, Mr Nash
also served as a member of KPMG’s Global and
Regional Boards. Mr Nash’s previous positions with
KPMG included Regional Head of Audit for Asia Pacific,
National Managing Partner for Audit in Australia, and
head of KPMG Financial Services.
Mr Nash is a Non-executive Director of ASX Limited
and Mirvac Group and Chairman of Johns Lyng Group
Limited. He is also on the Board of non for profit
organisations Reconciliation Australia, Koorie Heritage
Trust and Golf Australia.
Mr Nash has worked in geographically diverse and
complex operating environments providing advice
on a range of topics including business strategy, risk
management, internal controls, business processes
and regulatory change and brings extensive business
and audit experience to the Board. Mr Nash has
also provided both financial and commercial advice
to many Government businesses at both a Federal
and State level. Mr Nash is a former member of the
Business Council of Australia and its Economic and
Regulatory Committee.
Mr Nash does not have a relationship with Westpac,
other than as a Director, as a customer and as a
shareholder. Mr Nash does not have a relationship with
any other Director.
Mr Nash is the Chairman of the Board Audit and Board
Legal, Regulatory & Compliance Committees. He is
also a member of each of the Board Risk and Board
Nominations & Governance Committees.
The Board considers Mr Nash to be an independent
director.
The Board (other than Mr Nash) unanimously
recommends shareholders vote in favour of the
re-election of Mr Nash to the Board.
The Chairman of the AGM intends to vote all
available proxies in favour of this Item.
(b) John McFarlane
MA. MBA.
Independent Non-executive Director since
February 2020 and Chairman since April 2020.
Mr McFarlane was formerly Chairman of Barclays
plc, Aviva plc and FirstGroup plc, and Chairman of
The City UK. Mr McFarlane was also a Non-executive
Director of Westfield Group/Westfield Corporation,
The Royal Bank of Scotland Group, Capital
Radio and was a council member of The London
Stock Exchange.
Mr McFarlane served as Chief Executive Officer of
Australia and New Zealand Banking Group Limited
(ANZ) from 1997 to 2007, and as Group Executive
Director at Standard Chartered. Mr McFarlane
also held senior positions at Citicorp including as
Managing Director of Citicorp Investment Bank Ltd
and Head of Citicorp and Citibank in the UK and
Ireland, and earlier to that Ford Motor Co.
Mr McFarlane is a senior figure in global banking
and financial services and has over 45 years of
experience in the sector. Mr McFarlane brings
considerable leadership and deep global banking
experience to the Board.
Mr McFarlane does not have a relationship with
Westpac, other than as a Director, as a customer
and as a shareholder. Mr McFarlane does not have
a relationship with any other Director. Westpac has
satisfactorily undertaken checks into Mr McFarlane’s
background and experience, including as required
under the Banking Executive Accountability Regime
and Prudential Standard CPS 520.
Mr McFarlane is Chairman of the Board Nominations
& Governance Committee.
The Board considers Mr McFarlane to be
an independent director.
The Board (other than Mr McFarlane) unanimously
recommends shareholders vote in favour of the
election of Mr McFarlane to the Board.
The Chairman of the AGM intends to vote
all available proxies in favour of this Item.
18
20CONTES1MAGN 2020 NOTICE OF MEETING

(c) Chris Lynch
BCom, MBA, FCPA.
Independent Non-executive Director since September 2020.
Mr Lynch was formerly the Global Chief Financial Officer
of Rio Tinto, based in London from 2013 to 2018 and was a
Non-executive Director of Rio Tinto from 2011 to February
2013 and then an Executive Director from March 2013 until
September 2018.
Mr Lynch was the Chief Executive Officer of Transurban
Group, an international toll road developer and manager
with interests in Australia and North America from 2008
to 2012. Mr Lynch's executive career also included seven
years at BHP Billiton where he was Chief Financial Officer
and then Executive Director and Group President – Carbon
Steel Materials.
Prior to this, Mr Lynch spent 20 years with Alcoa Inc.
where he held a number of executive positions, including
Vice-President and Chief Information Officer based in
Pittsburgh, USA and Chief Financial Officer of Alcoa Europe
in Switzerland. He was also managing director of KAAL
Australia Limited, a joint venture company formed by Alcoa
and Kobe Steel. Mr Lynch was formerly a Commissioner of
the Australian Football League from 2008 until 2014.
Mr Lynch was recently appointed as the Chairman of the
National Water Grid Authority Advisory Board.
Mr Lynch has significant experience in mineral resources and
infrastructure, having spent over 30 years working in these
fields globally. With extensive listed company experience
across a variety of leadership roles, Mr Lynch brings deep
operational and financial expertise to the Board.
Mr Lynch does not have a relationship with Westpac, other
than as a Director, as a customer and as a shareholder. Mr
Lynch does not have a relationship with any other Director.
Westpac has satisfactorily undertaken checks into Mr Lynch’s
background and experience, including as required under the
Banking Executive Accountability Regime and Prudential
Standard CPS 520.
Mr Lynch is a member of the Board Audit and Board Risk
Committees.
The Board considers Mr Lynch to be an independent director.
The Board (other than Mr Lynch) unanimously recommends
shareholders vote in favour of the election of Mr Lynch to
the Board.
The Chairman of the AGM intends to vote all available
proxies in favour of this Item.
(d) Michael Hawker AM
BSc.
Independent Non-executive Director from
December 2020.
Prior to his career as a non-executive director, Mr Hawker
was Chief Executive Officer and Managing Director of
Insurance Australia Group, Group Executive of Business
and Consumer Banking and General Manager, Financial
Markets at Westpac and Deputy Managing Director of
Citibank Australia and Executive Director of Citibank
International in Europe.
Mr Hawker was recently a Non-executive Director of
Macquarie Bank Limited and Macquarie Group Limited.
Mr Hawker was formerly a Non-executive Director of
Aviva plc, President of the Insurance Council of Australia,
Chairman of the Australian Financial Markets Association,
Chairman of The George Institute for Global Health, a
board member of the Geneva Association and a member
of the Financial Sector Advisory Council.
Mr Hawker is currently a Non-executive Director of the
BUPA Global Board (UK) and the Deputy Chairman of
BUPA ANZ Group. He is the Lead Independent Director
of Washington H. Soul Pattinson and Company Ltd and a
Non-executive Director of the Museum of Contemporary
Art Australia. He was made a Member of the Order of
Australia for services to the community in 2010.
Mr Hawker brings substantial experience and knowledge
of the financial services industry to the Board with over 35
years of executive and non-executive director experience
in regulated entities in Australia and internationally.
Mr Hawker does not have a relationship with Westpac,
other than as a Director, as a customer and as a
shareholder. Mr Hawker does not have a relationship with
any other Director. Westpac has satisfactorily undertaken
checks into Mr Hawker’s background and experience as
required under the Banking Executive Accountability
Regime and Prudential Standard CPS 520.
Mr Hawker is a member of the Board Legal, Regulatory
& Compliance and Board Technology Committees.
The Board considers Mr Hawker to be an independent
director.
The Board (other than Mr Hawker) unanimously
recommends shareholders vote in favour of the
election of Mr Hawker to the Board.
The Chairman of the AGM intends to vote all available
proxies in favour of this Item.
19
20CONTES1MAGN 2020 NOTICE OF MEETING

MESSAGE FROM
THE CHAIRMAN
PARTICIPATING
IN THE AGM
NOTICE OF
2020 AGM
IMPORTANT VOTING
INFORMATION
EXPLANATORY
NOTES
Item 5
Election of a director
(not recommended by the Board)
Westpac has received self-nominations from
Mr Noel Davis and Mr Paul Whitehead for
election as Non-executive Directors (Candidates).
The biographical information in relation to
Mr Davis and Mr Whitehead is based on the
information provided by each of them in relation
to their self-nomination and has not been verified
by Westpac.
The Board Nominations & Governance
Committee has considered the skills presented
by each of Mr Davis and Mr Whitehead in the
context of the challenges and opportunities
facing the Westpac Group, the current skills
matrix and the extent of each of Mr Davis’ and
Mr Whitehead’s experience in director and/
or senior positions of large companies with
equivalent complexity to that of the Westpac
Group. Having regard to these matters, the
Board has determined not to endorse their
appointment.
Westpac has also satisfactorily undertaken
checks into each of the Candidate’s background
and experience as required under the Banking
Executive Accountability Regime and Prudential
Standard CPS 520.
Either of these Candidates, if elected, would
need to be registered with APRA as an
accountable person under the Banking Executive
Accountability Regime in the Banking Act 1959
(Cth). Westpac will apply for their registration as
accountable persons if they are elected and their
appointment as a Non-executive Director would
take effect once registration has occurred.
Explanatory Notes (continued)
(a) Mr Noel Davis
LLB AAII
Mr Davis is a barrister specialising in financial
services, superannuation, insurance and taxation.
Mr Davis was admitted to practice as a barrister
in 1976 and commenced practice in 1979 after
being employed by financial services companies.
Mr Davis has advised on financial services for
40 years. He has advised most of the large
financial services companies and, in some
instances, their boards, including in their dealings
with the regulators.
Mr Davis was formerly a partner at Hunt & Hunt
and Clayton Utz law firms and was a consultant
at King & Wood Mallesons. Mr Davis was a
former director of Count Financial Limited, Trust
Company Superannuation Services Pty Ltd,
Pillar Administration and the Association of
Superannuation Funds of Australia. Mr Davis
was also the Chairman of the board risk and
compliance committees for each of Count, Trust
Company and Pillar companies when he was a
director of the companies. Mr Davis was also
a member of the Superannuation Complaints
Tribunal for 14 years making decisions
on disputes.
Mr Davis served on industry committees and has
been involved in the development of financial
services legislation and dispute resolution
arrangements.
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Mr Davis has stated that he considers that this
experience, including as a director of three
smaller financial services companies, means he is
familiar with the challenges that financial services
companies face, particularly in governance, risk
and compliance matters and is experienced in
working with management to detect significant
risk and compliance issues and make the board
aware of them.
Mr Davis is also an author of many published
articles and texts including The Law of
Superannuation in Australia, a current loose-
leaf publication and consultant editor of the
Australian Superannuation Law Bulletin. Mr Davis
also holds the Super Review lifetime achievement
award for service to the superannuation industry
and a distinguished service award from the
Association of Superannuation Funds of
Australia.
Mr Davis states that he has nominated himself
for a position as a Non-executive Director of
Westpac as he believes shareholders should have
a choice as to who to vote for rather than the
Board consisting of directors chosen, in effect,
by existing directors. Mr Davis also believes he
can contribute to the Board and represent the
interests of members by:
1. as part of general oversight, advocating
that risk and compliance issues, that could
have a significant effect on the company
and its shareholders, come before the Board
expeditiously; and
2. scrutinising what in his view is excessive
executive remuneration within banks. In
particular the financial effect of recent events
and the huge fine imposed on Westpac
has been borne largely by shareholders in
the form of reduced profits, rather than by
management. Mr Davis believes that this
imbalance needs to be addressed.
Mr Davis does not have a relationship with
Westpac, other than as a customer and as
a shareholder. Mr Davis does not have a
relationship with any other Director. If Mr Davis
is elected as a Non-executive Director, the Board
considers Mr Davis to be independent.
The Board does not support the election
of Mr Davis and unanimously recommends
shareholders vote against this Item.
The Chairman of the AGM intends to vote all
available proxies against this Item.
(b) Mr Paul Whitehead
Dip. Tech (Civil Engineering)
Mr Whitehead has worked for government, private
and international corporations in Sydney, Canberra,
Indonesia, Brisbane, Japan, Perth, Adelaide and
Melbourne.
Mr Whitehead established WWW Projects Pty Ltd
in 1997 based from Melbourne and has also worked
and lived in New Zealand, the United Arab Emirates
and Qatar.
Mr Whitehead manages very large value projects
of up to billions in contract value, contract
negotiations and cost management to return to his
employer’s budget or better than expected profits.
Mr Whitehead has always worked as an engineer
and has no banking employment experience.
Mr Whitehead states that if elected he will truly
be independent as he is not preconditioned to
financial practices and will feel free to challenge
modes of thinking and operations to achieve
ethical shareholder value.
Mr Whitehead was previously a fellow of the
Australian Institute of Company Directors and
the Institution of Engineers, Australia.
Mr Whitehead does not have a relationship
with Westpac, other than as a customer and as
a shareholder. Mr Whitehead does not have a
relationship with any other Director. If Mr Whitehead
is elected as a Non-executive Director, the Board
considers Mr Whitehead to be independent.
The Board does not support the election of
Mr Whitehead and unanimously recommends
shareholders vote against this Item.
The Chairman of the AGM intends to vote all
available proxies against this Item.
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WESTPAC GROUP 2020 NOTICE OF MEETING

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