Westpac 2021 AGM Notice of Meeting

ASX Release


1 November 2021

Westpac 2021 AGM Notice of Meeting

Westpac Banking Corporation (“Westpac”) today provides the attached Westpac
2021 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

2021
ANNUAL GENERAL MEETING
WESTPAC BANKING CORPORATION
ABN 33 007 457 141
WEDNESDAY, 15 DECEMBER 2021
10:00AM (SYDNEY TIME)
Notice of
Meeting
Simpler, stronger bank

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201 BDearfloB 2021 NOTICE OF MEETING
Contents
Message from the Chairman 2
Participating in the Westpac 2021 Annual General Meeting 4
Notice of 2021 Annual General Meeting 6
Important voting information 8
Explanatory Notes 11
Annual General Meeting
Wednesday, 15 December 2021
10:00am (Sydney Time)
To be held online (as a virtual Annual General Meeting)

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201 BDearfloB 2021 NOTICE OF MEETING
Dear fellow shareholder
I present to you our 2021 Notice of Meeting
and invite you to participate in our 2021
Annual General Meeting (AGM).
The AGM will be held on 15 December 2021 as
an online virtual Annual General Meeting. While
my preference has always been to meet you in
person, given we had to plan for this event in a
very uncertain, COVID impacted, environment
we decided a virtual meeting was in the best
interests of all.
Under this format, shareholders can participate
online to watch proceedings, submit their vote and
ask questions. A teleconference facility to listen and
ask questions will also be available.
I encourage you to read this Notice of Meeting,
which explains the resolutions that will be put to
the meeting along with the recommendations of
the Board. If you would like further detail on our
strategy, performance and progress you should
review our Annual Report, including the reports
from myself and the Chief Executive Officer.
In the past year, we continued the transformation
of the company, including new management
appointments. We also renewed the Board. Since my
joining Westpac, there have been four new director
appointments and four retirements. Since the AGM
last year, we welcomed Dr Nora Scheinkestel and
Audette Exel AO. Both are standing for election at
this AGM. Nora and Audette bring new perspectives,
skills and diversity to the Board and have been
recommended by the Board for election.
Message
from the
Chairman

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201 BDearfloB 2021 NOTICE OF MEETING
MESSAGE FROM THE CHAIRMAN
PARTICIPATING IN THE WESTPAC 2021 AGM
NOTICE OF 2021 AGM
IMPORTANT VOTING INFORMATION
EXPLANATORY

NOTES
Craig Dunn will retire from the Board at the
conclusion of the AGM. In line with our Constitution,
Nerida Caesar and Margie Seale are retiring by
rotation and are seeking re-election. Both Nerida
and Margie have proven to be excellent shareholder
representatives and given their contribution, both
are recommended by the Board for re-election.
Other resolutions to be considered at the AGM cover
the Remuneration Report, granting equity to the
Chief Executive Officer and updates to Westpac’s
Constitution. The proposed Constitutional updates
largely reflect regulatory and market practice
developments since it was last amended in 2012.
Two resolutions are also being proposed by a group
of shareholders relating to our reporting on climate
change. The first of the resolutions seeks to amend
our Constitution to allow Advisory resolutions while
the second (which relies on the first resolution being
supported) seeks Westpac to demonstrate how the
company is managing its fossil fuel exposures to
reach net zero by 2050.
The Board strongly supports Westpac’s approach to
climate change which has been based on the science
and comprehensive feedback from various experts
and stakeholders. The Board and management
continue to discuss these matters at length. Our
Climate Change Position Statement and 2023 Action
Plan publicly discloses our commitment to action on
climate change and we update our progress twice
a year. Further research is also underway so we can
update our plans and commitments in the period
ahead. As a result, the Board is not recommending
these resolutions.
We understand that many shareholders have strong
views on these matters, and I encourage you to
familiarise yourself with our Climate Change Position
Statements and the progress we are making, before
deciding how to vote. Our progress is reported in our
Annual Report and our Sustainability Supplement
and all this information is readily available online.
A summary of our progress is also in this Notice
of Meeting.
Details of the meeting, the ways you can participate
and how to vote, are included in this Notice of
Meeting. Further information on the AGM is available
on our website at westpac.com.au/AGM.
Yours sincerely,
John McFarlane
Chairman
1 November 2021

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201 BDearfloB 2021 NOTICE OF MEETING
All Westpac shareholders (and their proxies, corporate
representatives and attorneys (Representatives)) have
the opportunity to participate in the Annual General
Meeting (AGM) of Westpac Banking Corporation (ABN
33 007 457 141) (Westpac) (2021 AGM), including having
the ability to view the proceedings, make comments, ask
questions and vote (subject to the voting exclusions).
For the 2021 AGM, a person will be considered a
shareholder if they were registered as the holder of
Westpac shares at 7:00pm (Sydney time) on Monday,
13 December 2021. Share transfers registered after that
time will be disregarded in determining voting entitlements.
In 2021, shareholders (and their Representatives) can
participate in the 2021 AGM in the following ways:
Online
via westpac.com.au/AGM
(details on page 5), which enables
attendees to watch and listen to the
2021 AGM live online, and for those
that are entitled to do so, to click
through to make comments, ask
questions and vote.
Teleconference
by using the teleconference (details
on page 5) to dial in, which enables
attendees to listen to the 2021 AGM
live and, for those that are entitled
to do so, make comments and
ask questions.
Participating in the Westpac
2021 Annual General Meeting
Further details on how to access the meeting, make comments and ask questions are set out on page 5. Copies of the
Chairman’s and CEO’s speeches will be available on the ASX just prior to the commencement of the AGM and will also
be on our website at westpac.com.au/AGM. The 2021 AGM will be recorded, and a transcript of the 2021 AGM made
available on our website shortly after the event.

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201 BDearfloB 2021 NOTICE OF MEETING
MESSAGE FROM THE CHAIRMAN
PARTICIPATING IN THE WESTPAC 2021 AGM
NOTICE OF 2021 AGM
IMPORTANT VOTING INFORMATION
EXPLANATORY

NOTES
Participating Online
To participate in the 2021 AGM live online, shareholders
(and their Representatives) can access the AGM on the
day of the meeting by following these steps:
—Enter westpac.com.au/AGM into a web browser;
—Click on the ‘Join the 2021 AGM’ link;
—Input your full name, your email address and set up a
password;
—Once you have registered as per the steps above, you
will be able to view the live webcast. As the webcast
is ‘view only’, you will not be able to vote, make a
comment or ask a question through the webcast
facility;
—To vote, make a comment or ask a question you will
need to click on the ‘Shareholder Voting & Questions’
button. You then need to enter your Shareholder
Reference Number (SRN) or Holder Identification
Number (HIN) to verify your shareholding. This number
is available on your holding statement or can be
requested in advance from Westpac’s Share Registry,
Link Market Services on 1800 804 255 (Australia) 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 24 hours prior to the 2021 AGM.
Detailed instructions are in the Online AGM Guide
available at westpac.com.au/AGM and technical
assistance will also be available on the day of the
meeting.
Online registration will open at 9:00am (Sydney time) on
15 December 2021 (one hour before the meeting) and we
recommend logging in online at westpac.com.au/AGM
before the start time to avoid potential delays.
If you register more than an hour before the meeting, you
can add the event to your calendar.
Participating by Teleconference
Shareholders (and their Representatives) can dial in
to the meeting, listen to the 2021 AGM live and make
comments or ask questions. A telephone moderator will
be available to notify those dialling in when they may
make comments or ask questions. Voting is not available
via the teleconference.
Participants will also require a unique shareholder PIN to
participate in the teleconference. To obtain your unique
PIN, have your SRN/HIN handy and contact Link Market
Services on 1800 990 363 or +61 1800 990 363 before
5:00pm (Sydney time) on 13 December 2021.
When dialling in you must provide your SRN/HIN and
PIN to participate, and proxies must provide their proxy
code and PIN to verify your shareholding or appointment
as proxy.
The teleconference line will open at 9:00am
(Sydney time) on 15 December 2021 (one hour
before the meeting).
Dial in numbers:
Australia Toll Free: 1800 798 067
International Toll Free: +61 1800 798 067
or +61 2 9189 5793
How to ask questions
Shareholders can make comments or ask questions on
the day of the 2021 AGM via the AGM Online Platform or
the teleconference.
Shareholders can also ask questions ahead of the
meeting 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
by completing and returning a Question Form in the
same manner as the Voting Form, set out on page 10.
Questions submitted in advance of the meeting should
be received by 5:00pm (Sydney time) on Tuesday,
7 December 2021. The Chairman will consider these
questions when preparing his AGM address and seek to
respond to shareholders’ most pressing issues. Please
note that questions submitted in advance of the meeting
will not be read out at the meeting. Individual responses
to questions will not be provided.
The 2021 AGM is an important forum for the Board,
Executive team and shareholders and so we will:
—Provide shareholders with a reasonable opportunity
to make comments and ask questions. 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 be provided as soon as
possible after the 2021 AGM;
—Inform shareholders of the proxy and direct voting
position on each Item and the manner in which the
Chairman of the 2021 AGM will vote available proxies;
and
—Provide online and teleconference facilities to enable
shareholders to participate in the meeting. A sign
language interpreter will be visible on the webcast. We
will also have technology support available to assist
shareholders with any difficulties using the AGM Online
Platform, the teleconference or the webcast.
To assist us we ask that shareholders:
—Do not repeat questions already asked to allow as many
shareholders as possible to participate; and
—Keep questions to matters being considered at the
meeting and which are relevant to shareholders as a
whole. We cannot discuss personal banking matters
at the meeting.

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201 BDearfloB 2021 NOTICE OF MEETING
The Annual General Meeting of
Westpac Banking Corporation
(ABN 33 007 457 141) (Westpac)
will be held at 10:00am
(Sydney time) on Wednesday,
15 December 2021 as a virtual
meeting.
Due to the changing risks from COVID-19 there will
not be a meeting where shareholders can physically
attend this year. This decision followed the Treasurer’s
announcement of the renewal of temporary legislative
relief permitting entities to hold virtual only meetings,
which has been extended to the end of March 2022.
The Notice of Meeting details the way the 2021 AGM
will be conducted to facilitate engagement with
shareholders. Online and telephone registration will
commence on the day of the 2021 AGM at 9:00am
(Sydney time).
The AGM will be webcast live. The AGM Online Platform
allows shareholders (and their Representatives) to
make comments, ask questions, and vote (for those
who are entitled to do so). The teleconference allows
shareholders (and their Representatives) to make
comments or ask questions, but not vote. In addition,
shareholders will have the opportunity to submit their
comments, questions and votes in advance. Details on
how to participate in the 2021 AGM are in this Notice
of Meeting.
Westpac may be required to make changes to the
arrangements for the meeting at short notice. 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.


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 2021.
2. Remuneration Report
To adopt the Remuneration Report for the year ended
30 September 2021.
3. 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 for
the 2022 financial year to the Managing Director and
Chief Executive Officer, Peter King, under the relevant
LTVR 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. Re-election and election of Directors
(a) To re-elect Nerida Caesar as a Director.
(b) To re-elect Margaret Seale as a Director.
(c) To elect Dr Nora Scheinkestel as a Director.
(d) To elect Audette Exel AO as a Director.
Notice of 2021
Annual General
Meeting

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201 BDearfloB 2021 NOTICE OF MEETING
MESSAGE FROM THE CHAIRMAN
PARTICIPATING IN THE WESTPAC 2021 AGM
NOTICE OF 2021 AGM
IMPORTANT VOTING INFORMATION
EXPLANATORY

NOTES
5. To approve and adopt amendments to
the Westpac Constitution
To consider, and if thought fit, pass the following
special resolution:
That the Westpac Constitution be amended to adopt
those changes as set out in the document made
available at westpac.com.au/AGM and as described in
the Explanatory Notes to this Notice of Meeting, with
effect from the close of the 2021 AGM.
As Item 5 is a special resolution, it will only be passed if
at least 75% of the votes cast on the Item are in favour of
the resolution.
6. Resolutions requisitioned by shareholders
(Not Recommended by the Board)
(a) Amendment to the Constitution
To consider, and if thought fit, pass the following
resolution as a special resolution:
Insert into the Constitution in clause 7 ‘General meetings’
the following new sub-clause 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) Transition Planning Disclosure
To consider and if thought fit, pass the following
resolution as an ordinary resolution:
Shareholders note the Company’s support for the goal
of achieving net-zero emissions globally by 2050,
1
along
with the publication of the International Energy Agency’s
Net Zero by 2050 scenario.
2
Shareholders therefore
request the Company disclose, in subsequent annual
reporting, information demonstrating how the Company
will manage its Fossil Fuel
3
exposure in accordance with
a scenario in which global emissions reach net-zero by
2050. This information should include:
—A commitment to no longer provide Banking and
Financing
4
where proceeds would be used for new
Fossil Fuel projects; and
—Targets to reduce Fossil Fuel exposure consistent with
net-zero by 2050.
1 2020 Annual Report, Westpac Group, p.46.
2 ‘Net Zero by 2050’, International Energy Agency, May 2021.
3 Upstream, midstream and downstream oil and gas; coal mining and
transport (including haulage and ports); coal, oil and gas power
generation.
4 Loans and syndication, structured finance and securitisation, asset finance
and leasing, leveraged and acquisition finance, and project finance, as
listed by Westpac: https://www.westpac.com.au/corporate-banking/
corporate-and-structured-finance/.
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
Company Secretary
1 November 2021

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201 BDearfloB 2021 NOTICE OF MEETING
Westpac will disregard any votes cast on Item 2, 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;
—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 they are 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 3, 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 on Item 3 in accordance with the
directions on the Voting Form.
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 Executives and are listed in Westpac’s 2021
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
2Remuneration Report
3Grant of Equity to Managing Director
and Chief Executive Officer

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201 BDearfloB 2021 NOTICE OF MEETING
MESSAGE FROM THE CHAIRMAN
PARTICIPATING IN THE WESTPAC 2021 AGM
NOTICE OF 2021 AGM
IMPORTANT VOTING INFORMATION
EXPLANATORY

NOTES
How to vote
There are three
ways to vote at
the 2021 AGM
Online during the meeting
Once connected online click on the button titled
‘Shareholder Voting & Questions’ and follow the
instructions set out in the ‘Participating in the Westpac
2021 Annual General Meeting’ section on page 5.
The Chairman of the AGM intends to open voting shortly
after the commencement of the meeting at 10:00am
(Sydney time) on 15 December 2021. Those entitled to
vote may do so after the Chairman opens the voting and
up until 15 minutes after the meeting has concluded.
Details of how to vote are provided in the Online AGM
Guide available at westpac.com.au/AGM.
Submit a direct vote prior to the 2021 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.
For a vote to be counted for an Item, you must complete
the voting directions for that 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 Voting Form.
Appoint a proxy
Shareholders can appoint up to two proxies to
participate in the 2021 AGM on their behalf, and vote
in accordance with their instructions. 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 him 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 Items 6a and 6b.
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.

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201 BDearfloB 2021 NOTICE OF MEETING
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
Monday, 13 December 2021. Any Voting Form received
after this time will not be valid.
Further instructions on appointing proxies
are available in the Voting Form or online at
vote.linkmarketservices.com/WBC.
How to submit a vote prior to the meeting
Voting can be completed prior to the meeting in the
following ways:
Online – at vote.linkmarketservices.com/WBC. Follow
the prompts or 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
Monday, 13 December 2021. Australia Post has advised
that COVID-19 may cause delivery delays, so we
suggest you allow additional time if you decide to
mail a Voting Form.
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 linkmarketservices.com.au and
must be received by Link Market Services by 10:00am
(Sydney time) on Monday, 13 December 2021.
Attorney
A shareholder entitled to participate and vote at the 2021
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 hard copy of the power of attorney,
certified as an original true copy by statutory declaration,
must also be received by Link Market Services by
10:00am (Sydney time) on Monday, 13 December 2021
at the postal address shown opposite.
Voting by poll
Voting on all Items at the 2021 AGM will be conducted
by poll and details will be provided at the meeting.
How to vote
(continued)

11
201 BDearfloB 2021 NOTICE OF MEETING
MESSAGE FROM THE CHAIRMAN
PARTICIPATING IN THE WESTPAC 2021 AGM
NOTICE OF 2021 AGM
IMPORTANT VOTING INFORMATION
EXPLANATORY

NOTES
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 2021. 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 2021 Annual
Report and can be accessed on our website at
westpac.com.au/investorcentre.
Item 2
Remuneration
Report
Shareholders are asked to adopt Westpac’s
Remuneration Report for the year ended
30 September 2021. This report is included in
Westpac’s 2021 Annual Report and is available at
westpac.com.au/investorcentre.
Strategy and 2021 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 2021 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.
—Long term variable reward (LTVR) to align executive
accountability and remuneration with the long term
interests of shareholders by rewarding the delivery of
sustained Westpac Group (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.
2021 Remuneration outcomes
In making this year’s remuneration decisions, the Board
has sought to reflect and balance performance, risk and
shareholder outcomes.
In doing so, the Board has taken into account the impact of
historical issues, including further remediation provisions,
asset write-downs and litigation. It has balanced these
disappointing outcomes, with the good progress made on
Westpac’s strategic priorities by the renewed Executive
team. It is critical that we measure and reward the
organisation’s progress in transforming the company
and addressing past issues – as this will ultimately drive
shareholder value.
Unfortunately, as we work through the Fix and Simplify
priorities, some new unknown issues from the past
have surfaced, and costs of other historical issues have
increased or become clearer. The culture we are building
encourages the identification and effective rectification
of issues along with establishing controls to stop them
happening again – and this should be recognised. It is also
important, where possible, that we hold relevant executives
accountable for such issues, when they bear accountability,
as we do through the application of consequences
including individual remuneration adjustments.
In summary, key remuneration outcomes for 2021 include:
—The CEO’s 2021 STVR outcome was 47% of the
maximum opportunity;
—The average 2021 STVR outcome for Group Executives
was 48% of the maximum opportunity, with outcomes
ranging from 0% to 70%;
—The 2018 LTVR lapsed in full for the sixth consecutive
year;
—Remuneration adjustments were applied to two former
Group Executives for risk and compliance outcomes
resulting in reductions to 2021 STVR;
—A range of remuneration and other consequences
were applied to other current and former employees
in relation to the potential fraud by Forum Finance;
—Two Group Executives received total target
remuneration increases reflecting increased scope
and accountability in their expanded roles; and
—Total realised remuneration by the CEO and Group
Executives was higher year on year given the
cancellation of 2020 STVR to demonstrate collective
accountability for the outcomes that led to the
AUSTRAC proceedings.

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201 BDearfloB 2021 NOTICE OF MEETING
Total remuneration awarded and realised by KMP in 2021 is
outlined in section 3 of the 2021 Remuneration Report.
Total remuneration calculated in accordance with the
Australian Accounting Standards is provided at section 7
of the 2021 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.
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, Peter King, that will form part of his 2022
financial year remuneration.
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 equity that vests
if certain conditions are met.
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 2022 LTVR award
be allocated as 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 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 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.
The Board reviewed Mr King’s target remuneration
package for 2022 and determined an increase of 3%
to align with market.
Mr King’s target remuneration package for 2022 is
comprised of the following:
(a) fixed remuneration of $2,500,000;
(b) STVR of $2,500,000; and
(c) LTVR with a face value of $3,250,000.
Further details of Mr King’s remuneration
arrangements are in the Remuneration Report in
Westpac’s 2021 Annual Report, which is available at
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.
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 LTVR award covered by Item 3.
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 3.
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)

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201 BDearfloB 2021 NOTICE OF MEETING
MESSAGE FROM THE CHAIRMAN
PARTICIPATING IN THE WESTPAC 2021 AGM
NOTICE OF 2021 AGM
IMPORTANT VOTING INFORMATION
EXPLANATORY

NOTES
TERMS OF THE LTVR PLAN
Quantum of
award
Each year, Westpac may grant performance share rights to Mr King under the LTVR Plan.
The Board has determined that Mr King will receive a 2022 LTVR award comprising a maximum grant
of 127,401 performance share rights under the LTVR Plan to the value of $3,250,000.
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 the 2022 LTVR award is 127,401, at a deemed
issue price of $25.51 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 2022 LTVR award 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 2021).
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 and the cessation of employment
section, both described 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 discretion where deemed appropriate by the Board.
The relative TSR performance hurdle for the 2022 LTVR measures Westpac’s TSR against eight
Australian financial services companies using a percentile ranking vesting schedule as outlined below.
WESTPAC’S TSR PERFORMANCEINDICATIVE VESTING PERCENTAGE
At the 75
th
percentile or higher100%
Between the median and the 75
th
percentilePro-rata vesting between 50% and 100%
At the median50%
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, including 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.
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.
Cessation of
employment
Subject to the Board’s discretion (refer to section 3 regarding 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:
(a) is due to his retirement;
(b) is due to his death, or total and permanent disablement; or
(c) 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 reasons (b)
or (c) above unless the unvested performance share rights are prevented from vesting by law.

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201 BDearfloB 2021 NOTICE OF MEETING
In addition, the CEO and Group Executives are required to build and maintain a significant Westpac shareholding
within five years of their appointment to strengthen alignment with shareholder interests. Westpac has taken steps to
align the terms of the 2022 LTVR grant with this requirement. As a result, the sale of any shares that may be delivered
to Mr King from the 2022 LTVR grant is conditional on meeting the minimum shareholding requirement at the time of
vesting (except for the purposes of meeting tax obligations).
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 been issued with performance
share rights under the LTVR Plan as follows:
LTVR
GRANT
GRANT DATE
NO. OF PERFORMANCE
SHARE RIGHTS
NOTIONAL
ISSUE PRICE
OVERALL PERFORMANCE SHARE
RIGHTS OUTCOME
2020December 202012,391$16.14
To be confirmed post-vesting
dates
2021December 2020187,134$17.10
No amount was or is payable at grant or on vesting by Mr King for the above performance share rights.
(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.
(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 2021 and, in any event, no later than three years after
the AGM.
Further information on the LTVR Plan and details of Mr King’s remuneration arrangements are in the Remuneration
Report in Westpac’s 2021 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 3.
The Chairman of the AGM intends to vote all available proxies in favour of this Item.
Explanatory Notes
(continued)

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201 BDearfloB 2021 NOTICE OF MEETING
MESSAGE FROM THE CHAIRMAN
PARTICIPATING IN THE WESTPAC 2021 AGM
NOTICE OF 2021 AGM
IMPORTANT VOTING INFORMATION
EXPLANATORY

NOTES
Item 4
Re-election
and election
of Directors
Mr Craig Dunn is retiring from the Board in accordance
with the Constitution and is not seeking re-election.
Ms Nerida Caesar is retiring by rotation at this meeting
in accordance with the Constitution and is offering
herself for re-election.
Ms Margaret Seale is retiring by rotation at this meeting
in accordance with the Constitution and is offering
herself for re-election.
Dr Nora Scheinkestel joined the Board on 1 March 2021
and is offering herself for election.
Ms Audette Exel AO joined the Board on 1 September
2021 and is offering herself 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 board skills matrix is in
Westpac’s 2021 Annual Report and in the 2021 Corporate
Governance Statement. 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 and
commissions an annual performance review by an
independent consultant. This self-assessment and review
assists 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 her own election or re-
election) has recommended the election or re-election
of each Non-executive Director.
All Non-executive Directors standing for election or
re-election will address the meeting.

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201 BDearfloB 2021 NOTICE OF MEETING
Explanatory Notes
(continued)
(a) Nerida Caesar
BCom, MBA, GAICD.
Independent Non-executive Director since
September 2017.
Ms Caesar is the Chairman of Workplace Giving Australia
Limited, Director of CreditorWatch and Spark Investment
Holdco Pty Ltd and an Advisor to startups in the
technology sector.
Ms Caesar has over 34 years of broad-ranging
commercial and business management experience, with
particular depth in technology led businesses. Ms Caesar
was Group Managing Director and Chief Executive
Officer, Australia and New Zealand, of Equifax (formerly
the ASX-listed Veda Group Limited). Ms Caesar is also
a former Director of Genome.One Pty Ltd and Stone
and Chalk Limited. Ms Caesar also held several senior
management roles at Telstra including Group Managing
Director, 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 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 Legal, Regulatory &
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) Margaret Seale
BA, FAICD.
Independent Non-executive Director since March 2019.
Ms Seale is an experienced company director and
has served on boards of companies across a range of
industries. She previously worked in senior executive
roles in Australia and overseas, including in the consumer
goods, health and global publishing sectors, and sales
and marketing, and the successful transition of traditional
business models to digital environments.
Immediately prior to her non-executive career, Ms Seale
was Managing Director of Random House ANZ and
President, Asia Development for Random House Inc.
Ms Seale was Director and then Chair of Penguin Random
House Australia Pty Limited, and a Director of Ramsay
Health Care Limited, Bank of Queensland Limited, the
Australian Publishers’ Association, and recently served
as a Non-executive Director on Telstra Corporation
Limited. She also served on the Boards of Chief Executive
Women, the Powerhouse Museum, and the Sydney
Writers Festival.
Ms Seale has been on the Advisory Board of JP Morgan,
ANZ and the Advisory Board for the Australian Public
Service Commission Centre for Learning and Leadership.
Ms Seale is currently a Non-executive Director of Scentre
Group 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 the Chair of the Board Legal, Regulatory
& Compliance Committee and a member of the Board
Risk, Board Remuneration and Board Nominations &
Governance 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
re-election of Ms Seale to the Board.
The Chairman of the AGM intends to vote all available
proxies in favour of this Item.

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201 BDearfloB 2021 NOTICE OF MEETING
MESSAGE FROM THE CHAIRMAN
PARTICIPATING IN THE WESTPAC 2021 AGM
NOTICE OF 2021 AGM
IMPORTANT VOTING INFORMATION
EXPLANATORY

NOTES
(c) Dr Nora Scheinkestel
LLB (Hons), PhD, FAICD.
Independent Non-executive Director since March 2021.
Dr Scheinkestel is a highly experienced company director
having served as a non-executive chairman and director
of companies in a wide range of industry sectors and
including public, private and government boards. She
has a long track record in highly regulated sectors such
as infrastructure and financial services and in industries
facing significant disruption from technology and market
changes. Prior to her Board roles, Dr Scheinkestel was
a senior banking executive, specialising in international
project and structured financing.
Dr Scheinkestel is currently a Non-executive Director
of Telstra Corporation Limited, Brambles Limited and
AusNet Services Limited. She has worked as an Associate
Professor in the Melbourne Business School at the
University of Melbourne and was formerly a member
of the Takeovers Panel. In 2003, Dr Scheinkestel was
awarded a centenary medal for services to Australian
society in business leadership.
Former roles include Chairman of Atlas Arteria Limited
and director of Atlas Arteria International Ltd, its stapled
entity and Oceana Gold Corporation.
Dr Scheinkestel does not have a relationship with
Westpac, other than as a Director, as a customer and as a
shareholder. Dr Scheinkestel does not have a relationship
with any other Director. Westpac has satisfactorily
undertaken checks into Dr Scheinkestel’s background
and experience, including as required under the Banking
Executive Accountability Regime and Prudential
Standard CPS 520.
Dr Scheinkestel is a member of each of the Board Risk
Committee and the Board Remuneration Committee.
The Board considers Dr Scheinkestel to be an
independent director.
The Board (other than Dr Scheinkestel) unanimously
recommends shareholders vote in favour of the
election of Dr Scheinkestel to the Board.
The Chairman of the AGM intends to vote all available
proxies in favour of this Item.
(d) Audette Exel AO
BA LLB (Hons).
Independent Non-executive Director since
September 2021.
Ms Exel has more than 35 years’ experience in global
financial services markets as a senior executive, as a
non-executive director and as a social entrepreneur.
Ms Exel was formerly the Managing Director of BSX-listed
Bermuda Commercial Bank, Chair of the Bermuda Stock
Exchange and a Director and Chair of the Investment
Committee of the Bermuda Monetary Authority. Ms Exel
was a Director and Chair of the Investment Committee of
Steamship Mutual and served as a Non-executive Director
on Suncorp Group Limited from 2012 until 2020. Ms Exel
began her career as a lawyer specialising in international
finance.
Ms Exel is the founder and Chair of the Adara Group,
a pioneering social enterprise which exists to support
people living in extreme poverty and is the Chief Executive
Officer of its corporate advice businesses. Ms Exel is the
recipient of numerous awards, including an honorary
Order of Australia for service to humanity.
Ms Exel does not have a relationship with Westpac,
other than as a Director and as a shareholder. Ms Exel
does not have a relationship with any other Director.
Westpac has satisfactorily undertaken checks into Ms
Exel’s background and experience, including as required
under the Banking Executive Accountability Regime and
Prudential Standard CPS 520.
Ms Exel is a member of each of the Board Risk Committee
and the Board Technology Committee.
The Board considers Ms Exel to be an independent
director.
The Board (other than Ms Exel) unanimously
recommends shareholders vote in favour of the
election of Ms Exel to the Board.
The Chairman of the AGM intends to vote all available
proxies in favour of this Item.

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201 BDearfloB 2021 NOTICE OF MEETING
Explanatory Notes
(continued)
Item 5
To approve
and adopt
amendments
to the Westpac
Constitution
Westpac’s Constitution was last amended at the 2012
Annual General Meeting. Westpac has undertaken a
review of the Constitution and the Board recommends
that shareholders approve a number of targeted
amendments to accommodate regulatory developments
and changes in market practice since that time as
well as more closely align the Constitution to the ASX
Listing Rules.
SUMMARY OF PROPOSED AMENDMENTS
Directors to retire
Amendments are proposed to align the Constitution to the rotation requirements for directors
under the ASX Listing Rules.
The ASX Listing Rules require that a director must not hold office (without re-election) past the
third AGM following his or her election or 3 years, whichever is longer. Westpac proposes to
amend its Constitution to align more closely with this requirement, and remove the existing and
overlapping provision in the Constitution that currently requires that one third of the Directors
must retire and may stand for re-election at each AGM.
Consequential changes are also proposed to require that at each AGM at least one Director will
stand for election or re-election, as provided for under the ASX Listing Rules.
Circular
resolutions of
directors by
electronic means
Amendments are proposed to provide flexibility for Westpac’s Directors to approve Board
circular resolutions by electronic means.
These amendments modernise our Constitution and facilitate the Board carrying out its business
using technology, particularly when participating remotely.
Number of joint
holders of shares
The CHESS system, which is used by the Australian Securities Exchange (ASX) to record
shareholdings, can currently recognise up to three individuals as joint holders of a share.
Accordingly, Westpac’s Constitution currently provides that Westpac is not bound to register
any more than three individuals as joint holders.
The ASX is planning to replace its CHESS system in April 2023 (CHESS Replacement). The
new CHESS Replacement will allow for up to four joint holders of a share. As a result, the ASX
recommends listed entities amend their constitutions to remove or amend restrictions on the
number of joint holders of securities.
Westpac proposes to amend its Constitution to allow that it can register up to four individuals
as joint holders.
Removal of
references to fax
Fax machines are now rarely used as a means of communication. Accordingly, it is proposed
that references to sending or receiving documents by fax are removed from the Constitution
and are replaced with broader references to electronic means of communication. This provides
flexibility for the Constitution to reflect communications currently used and to cater for future
developments.
For Item 5 to be passed as a special resolution, at least
75% of the votes cast by shareholders entitled to vote
on the resolution must be in favour, in accordance
with the Corporations Act. A full copy of the proposed
amendments to the Constitution is available at
westpac.com.au/AGM and the proposed amendments
are summarised in the table below.
If Item 5 is approved, then all of the proposed changes
will be made to the current Constitution.
The Board unanimously recommends shareholders vote in favour of Item 5.
The Chairman of the AGM intends to vote all available proxies in favour of this Item.

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201 BDearfloB 2021 NOTICE OF MEETING
MESSAGE FROM THE CHAIRMAN
PARTICIPATING IN THE WESTPAC 2021 AGM
NOTICE OF 2021 AGM
IMPORTANT VOTING INFORMATION
EXPLANATORY

NOTES
Item 6
Resolutions
requisitioned by
shareholders
(not recommended
by the Board)
A 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.
Your Board’s response
The Board supports the rights of shareholders to
serve notices under the Corporations Act and is
also attentive and responsive to feedback from
shareholders. However, the Board does not believe
that the proposed resolution, Item 6(a) is in the best
interests of shareholders.
Westpac is a large organisation operating in a 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 the interests of various
stakeholders. The Board must have clear authority to
make decisions about the management of the company
so it can meet its obligation to act in the best interests of
all shareholders. The proposed amendment, if approved,
would also make Westpac’s Constitution inconsistent
with the constitutions of other ASX listed companies.
Shareholders have several avenues available to engage
with the company. Westpac has an investor relations
team and a detailed shareholder engagement program,
which includes engagement on climate change with our
sustainability team.
Shareholders also have the right to ask questions or make
comments on Westpac’s business at any time, including
at the AGM, where the Board and Group Executives are
able to listen to feedback and respond to questions. A
Question Form also accompanies this Notice of Meeting
and shareholders are encouraged to submit questions
ahead of the AGM.
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 have the right to exercise their vote to refuse to
re-elect a Non-executive Director or remove them from
office by ordinary resolution. Given the above, the Board
does not support this 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.
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.
Your Board’s response
The Board acknowledges the objectives of this
resolution and supports strong action by companies
on climate change. However for the reasons below, the
Board recommends that shareholders vote against it.
Westpac has a long history of action on climate change.
We were the first Australian bank to sign up to the
goals of the Paris Agreement and a founding bank
in the development of the Principles for Responsible
Banking, an initiative of the United Nations Environment
Programme Finance Initiative. In 2018 we were the first
bank to publicly report on the draft principles, and have
since reported annually.
The Board recognises that climate change is one of the
most significant challenges that will impact the long-term
prosperity of our economy and way of life. Importantly
we have clear plans and are making good progress on
reducing our emissions, while supporting customers to
transition.

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201 BDearfloB 2021 NOTICE OF MEETING
Explanatory Notes
(continued)
We acknowledge that our commitments to operate in line
with the goals of the Paris Agreement mean we must set
out expectations for our financing that support efforts
to keep a global temperature rise this century to well
below 2 degrees Celsius above pre-industrial levels and
to pursue efforts to limit the temperature increase to 1.5
degrees Celsius.
The Group’s current Climate Change Position Statement
and 2023 Action Plan (CCPS) was informed by
scenario and financed emissions analysis, as well as
engagement with customers, investors, industry bodies,
non-governmental organisations and community
representatives.
Some of the key features in the CCPS include:
—Reducing our thermal coal exposure to zero by 2030;
—Aiming to provide $15 billion of new lending to climate
change solutions by 2030;
—Ensuring our financing of the electricity generation
sector supports Paris-aligned transition pathways to
a net zero emissions economy by 2050 including by
reducing the emissions intensity of our exposure in line
with the following targets:
• 0.23t CO
2
e/MWh by 2025; and
• 0.18t CO
2
e/MWh by 2030,
—Advancing our Paris-aligned financing strategies and
portfolio targets, particularly for sectors representing
the majority of our financed emissions, with annual
updates;
—Targeting emissions reductions for our own operations
in alignment with a science-based trajectory;
—Sourcing the equivalent of 100% of our global
electricity consumption through renewable sources by
2025; and
—Supporting policy outcomes aligned to a net zero
emissions economy by 2050.
We continue to evolve our sustainable finance approach,
recognising the role financial institutions can play in
facilitating the transition to a low carbon economy, and
helping customers to manage the range of impacts they
are likely to experience from climate change.
This year we completed a study of how global oil and
gas demand might perform when carbon emissions
are constrained in line with ‘well-below’ 2-degree and
1.5-degree transition pathways
1
.
Based on our initial findings, in May 2021 we updated
our approach and internal Environmental Social and
Governance (ESG) criteria by which climate-related risks
and opportunities are assessed in the oil and gas sector.
Following engagement with our customers, we further
refined our approach, with a focus on WIB’s oil and gas
exploration, production and refining customers. Our
updated approach means we will:
—Expect any new oil and gas exploration, production and
refining customers, to whom we provide lending, to
have publicly disclosed Paris-aligned business goals;
—Support existing customers as they develop their
Paris-aligned business strategies, decarbonisation and
capital allocation plans; and
—Continue to develop our approach and understanding
of climate-related risk and opportunities in the oil and
gas sector (including downstream segments) through
engagement with our customers
2
.
In 2022, we will seek to continue developing Paris-
aligned financing strategies and portfolio targets,
particularly for sectors representing the majority of our
financed emissions and provide updates on progress at
interim and full year results.
The CCPS also sets out our overall approach to managing
climate-related risks. The Group regularly reviews its
approach to managing these risks, including frameworks,
policies, risk taxonomy, and risk appetite statement
measures to ensure the criteria set out in the CCPS are
integrated. The CCPS climate-related lending criteria
are applied at the portfolio and customer level where
appropriate. If climate-related risks associated with a
transaction are not within appetite then the application
of conditions to sufficiently manage the risks will be
considered, or the transaction may be declined.
The Group reports progress in line with the
recommendations of the Task Force on Climate-related
Financial Disclosures (TCFD) framework every six
months. The latest information on progress is available in
the 2021 Annual Report and Sustainability Supplement.
Some highlights include:
—The Group’s total committed exposure to climate
change solutions (as defined in the glossary of our
Sustainability Supplement) increased from $6.2bn to
$10.9bn (from 2016 to 2021);
—In our Institutional Bank’s lending, the share of
renewables to the electricity generation sector has
increased from 59% to 79% (from 2016 to 2021);
1 The ‘well below’2-degree scenario used the International Energy Agency’s Sustainable Development Scenario (SDS-2019) and the 1.5 degree scenario used the
Asia-Pacific Integrated Model Shared Socio-Economic Pathways (AIM/CGE 2.0 SSP1-19) model.
2 Initial focus on WIB customers.

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201 BDearfloB 2021 NOTICE OF MEETING
MESSAGE FROM THE CHAIRMAN
PARTICIPATING IN THE WESTPAC 2021 AGM
NOTICE OF 2021 AGM
IMPORTANT VOTING INFORMATION
EXPLANATORY

NOTES
—Westpac is the largest bank lender to greenfield
renewable energy projects in Australia over the past
5 years
3
;
—The emissions intensity of lending to the electricity
generation sector fell 31% to 0.26t CO
2
e/MWh (from
2016 to 2021); and
—Coal mining is around 0.05% of total lending (of which
43% was to thermal coal
4
) declining by 33% over the
last two years. Oil and gas extraction is around 0.21% of
total lending declining by 35% over the last two years.
The Board acknowledges that new information on
climate change science (from organisations such as
the Intergovernmental Panel on Climate Change and
International Energy Agency) requires consideration.
The Group will consider this and other relevant
information, including post COP26 policy settings and
impacts on customers, when developing financing
strategies and portfolio targets for emissions intensive
sectors over the next 12 months; and when considering
whether to join the Net Zero Banking Alliance.
Board recommendation
Given our Board approved plans and commitments,
combined with our consistent progress in advancing our
climate change strategy, the Board recommends that
shareholders vote against the advisory resolution.
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).
3 IJGlobal and Westpac Research, period over the 5 years ending 30 September 2021.
4 WIB only.

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201 BDearfloB 2021 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
rights 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.
Appendix
Supporting Statement 2
Despite committing to the climate goals of the Paris
Agreement and achieving net-zero emissions by 2050,
Westpac is aligning its investment practices and policies
with the failure of these goals.
In May 2021, the International Energy Agency (IEA)
released its ‘Net Zero by 2050’ roadmap (NZE2050),
providing a “comprehensive study of how to transition to
a net zero energy system by 2050 while ensuring stable
and affordable energy supplies, providing universal
energy access, and enabling robust economic growth”.
The October 2021 IEA World Energy Outlook elaborates
on the roadmap, providing sufficient detail to enable
companies and investors to align their own strategies
with this goal.
Net-zero: implications for fossil fuel finance
NZE2050 provides clear “red lines” to clarify fossil
fuel developments no longer permissible if we are to
achieve the goal of net-zero emissions by 2050, along
with trajectories for the reduction of fossil fuels over
time. Financial institutions committed to the goal of net-
zero emissions by 2050 should therefore look towards
NZE2050 as a key reference when developing their own
strategies and targets. NZE2050 projects unabated coal
demand falling by 98% by 2050, oil demand by 75% and
gas demand by 55%, compared to 2020.
5
The IEA has
confirmed having even a 50% chance of limiting global
temperature rise to 1.5°C means no investment in new
fossil fuel projects, beyond those already committed to
as of 2021.
The gap between Westpac’s actions and NZE2050
In July 2021, 115 investors with US$4.2 trillion in assets
under management and/or stewardship wrote to
63 global banks, calling on them to integrate the IEA’s
Net Zero by 2050 findings into their climate strategies.
6

Westpac’s current policies and practices fall well short
of this demand.
5 https://www.iea.org/reports/net-zero-by-2050
6 https://shareaction.org/investors-call-on-banks-to-strengthen-climate-ambitions-before-cop26/

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201 BDearfloB 2021 NOTICE OF MEETING
MESSAGE FROM THE CHAIRMAN
PARTICIPATING IN THE WESTPAC 2021 AGM
NOTICE OF 2021 AGM
IMPORTANT VOTING INFORMATION
EXPLANATORY

NOTES
NZE2050 SCENARIO CONCLUSIONSWESTPAC PRACTICE
Unabated coal demand falls by 98%
by 2050, oil demand by 75% and gas
demand by 55%, compared to 2020.
No targets to reduce exposure to oil and gas, and will wait another two
years before “establish[ing] sector criteria”.
7

Westpac expanded the reporting of its fossil fuel exposure in 2020
which showed a total exposure of $9.02B.
8
Under its narrower
disclosure, Westpac reported an exposure of $5.32B in 2019.
9
Crucially,
the 2020 report does not include historical exposure trends, leaving
investors without clear visibility over the direction of Westpac’s fossil
fuel exposure (overall and sector-specific).
“No new coal mines or mine extensions
are required.”
“Beyond projects already committed
as of 2021, there are no new oil and gas
fields approved for development in our
pathway.”
“Also not needed are many of the
liquefied natural gas (LNG) liquefaction
facilities currently under construction or
at the planning stage.”
Loaned at least $791M for six projects that expand the fossil fuel
industry since 2016, including lending in late 2020. These projects will
enable the release of 2.3 billion tonnes of CO
2
, equivalent to almost five
times Australia’s 2020 national emissions.
10

Since January 2019 Westpac has loaned over $1.1B to 11 ASX300
companies pursuing new or expanded coal, oil or gas projects, including
AGL Energy, Aurizon, BHP, Mineral Resources, Origin Energy, Santos,
South32, Viva Energy, Whitehaven Coal, Woodside and Worley.
11

Further, Westpac remains open to funding existing oil
and gas clients despite their misalignment with the Paris
Agreement, expecting only new “oil and gas exploration,
production and refining customers...to have publicly
disclosed Paris-aligned business goals”.
12
This allows
Westpac to continue funding oil and gas activities
incompatible with its own climate commitments,
exposing the bank to climate transition risks, and
increasing physical risks, which will be exacerbated by
further expansion of fossil fuel production.
7 https://www.westpac.com.au/content/dam/public/wbc/documents/pdf/aw/ic/1H21_WBC_Presentation_and_IDP.pdf (p.46)
8 https://www.westpac.com.au/content/dam/public/wbc/documents/pdf/aw/ic/Westpac_AU_2020_Annual_Report.pdf (p.51)
9 https://www.westpac.com.au/content/dam/public/wbc/documents/pdf/aw/ic/Westpac_Group_2019_Sustainability_Performance_Report.pdf (p.76)
10 https://www.marketforces.org.au/campaigns/banks/bigfourscorecard/
11 https://www.marketforces.org.au/campaigns/super/outofline/
12 https://www.westpac.com.au/content/dam/public/wbc/documents/pdf/aw/ic/WBC_ASX_1H21.pdf (p.52)
13 https://www.westpac.com.au/content/dam/public/wbc/documents/pdf/aw/ic/1H21_WBC_Presentation_and_IDP.pdf (p.46)
14 https://www.suncorpgroup.com.au/corporate-responsibility/sustainable-growth/responsible-banking-insurance-investing
15 https://www.iag.com.au/sites/default/files/Documents/Safer%20Communities/FY20-Climate-related-disclosure.pdf
Westpac being left behind
While each of Westpac’s major competitors (ANZ, CBA
and NAB) have recently updated — or pledged to update
by the end of 2021 — their climate policies with respect to
oil and gas, Westpac will wait another two years before
“establish[ing] sector criteria” for oil and gas.
13

In 2020 Suncorp ruled out underwriting new oil and gas
production assets, committing to “not directly invest
in, finance or underwrite...new oil and gas exploration
or production”, and will phase out underwriting for
the sector by 2025 and direct investment by 2040.
14

Similarly, IAG “committed to ceasing underwriting
entities predominantly in the business of extracting fossil
fuels, and power generation using fossil fuels, by 2023”.
15

24
201 BDearfloB 2021 NOTICE OF MEETING
Over the last year, UniSuper has reduced its look-through
exposure to major Australian oil and gas producers
Santos and Woodside by 80% and 88%, respectively.
16

In May 2021, Vision Super added a significant number
of undiversified oil and gas producers to its ‘Divestment
List’, including Santos and Woodside.
17
In March 2021,
Danske Bank committed to immediately end direct
finance for expansion of oil and gas exploration and
production worldwide,
18
while NedBank,
19
SEB,
20
and
NatWest
21
have made similar commitments.
Financial and regulatory risks
In April 2021, the Australian Prudential Regulation
Authority (APRA) published draft Prudential Practice
Guide ‘CPG 229 Climate Change Financial Risks’, which
states:
22

“Where an APRA-regulated institution has identified
material climate risks, a prudent institution would
establish and implement plans to mitigate these risks and
manage its exposures, as well as regularly review and
assess the effectiveness of those plans.”
To comply with APRA’s guidance, Westpac should
disclose targets to manage down exposure to gas, oil and
coal sub-sectors, in line with the carbon constraints that
can be anticipated as the global economy transitions to
net-zero emissions by 2050.
Investor support required
Despite its stated support for the Paris Agreement,
and net-zero emissions by 2050, Westpac remains an
active investor in fossil fuel expansion, further exposing
shareholders to financial risks associated with the energy
transition required to meet the Paris 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.
Appendix
(continued)
16 https://unisuperdivest.org/unisupers-first-steps-on-oil-and-gas-divestment/
17 https://www.visionsuper.com.au/wp-content/uploads/2021/07/SecuritiesList-31May2021-v3.pdf
18 https://danskebank.com/-/media/danske-bank-com/file-cloud/2017/5/danske-bank-position-statement-fossil-fuels.pdf
19 https://www.nedbank.co.za/content/dam/nedbank/site-assets/AboutUs/Information%20Hub/Integrated%20Report/2021/Nedbank%20Group%20
Energy%20Policy.pdf
20 https://webapp.sebgroup.com/mb/mblib.nsf/dld/80AF6A2E5F88CDC2C12586B1002E33C2?opendocument
21 https://www.natwestgroup.com/content/dam/natwestgroup_com/natwestgroup/pdf/oil-and-gas.pdf
22 https://www.apra.gov.au/consultation-on-draft-prudential-practice-guide-on-climate-change-financial-risks

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