Westpac 2024 AGM Notice of Meeting

ASX
Release


6 November 2024

Westpac 2024 AGM Notice of Meeting

Westpac Banking Corporation (“Westpac”) today provides the attached:
1. Westpac 2024 AGM Notice of Meeting
2. Westpac 2024 AGM Voting/Proxy Forms
3. Westpac 2024 Questions from Shareholders Forms








For further information:

Hayden Cooper Justin McCarthy
Group Head of Media Relations General Manager, Investor Relations
0402 393 619 0422 800 321


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



Level 18, 275 Kent Street
Sydney, NSW, 2000

2024 ANNUAL GENERAL MEETING
WESTPAC BANKING CORPORATION
ABN 33 007 457 141
FRIDAY, 13 DECEMBER 2024
10:00AM (SYDNEY TIME)
NOTICE OF
MEETING

22024 NOTICE OF MEETING
Contents

MESSAGE FROM THE CHAIRMAN3
PARTICIPATING IN THE AGM4
NOTICE OF 2024 ANNUAL GENERAL MEETING6
HOW TO VOTE8
EXPLANATORY NOTES10
ANNUAL GENERAL MEETING
Friday, 13 December 2024
10:00am (Sydney time)
To be held at the Hyatt Regency Sydney and online.

MESSAGE FROM
THE CHAIRMAN
PARTICIPATING IN
THE AGM
NOTICE OF
2024 ANNUAL
GENERAL MEETINGHOW TO VOTEEXPLANATORY NOTES
3
MESSAGE FROM
THE CHAIRMAN
Dear fellow shareholders,
On behalf of the Westpac Board,
I invite you to the 2024 Annual
General Meeting (AGM or meeting)
on Friday, 13 December 2024.
We are pleased to host the AGM in
Sydney for the first time since 2019.
It has been a pleasure to serve my
first year as Chairman
of Westpac. I share my reflections on our progress and
the Board’s priorities in the letter to shareholders in the
2024 Annual Report. The report also provides valuable
information on Westpac’s strategy, performance, and
key achievements.
Chief Executive
Officer (CEO) appointment
Anthony Miller will assume the position of CEO and
Managing Director of Westpac on 16 December 2024. The
Board conducted a global search for a new CEO and is
delighted to appoint an exceptional internal candidate.
The Board believes Anthony has the experience and vision
to lead Westpac through its next strategic phase. As
a customer-focused executive and respected leader, he
brings a strong understanding of the Australian market
and proven record of performance.
Anthony succeeds Peter King, who will retire after
the AGM. I would like to thank Peter for his significant
contribution to Westpac over the past 30 years. In
his five years as CEO, Peter has transformed Westpac,
steering the company through challenging times, while
simplifying and strengthening the bank. Peter leaves
Westpac well positioned for the future, and I look forward
to continuing to work with Anthony to build on these
strong foundations.
Items of Business
Turning to the AGM, there are six items of business on the
agenda for shareholder consideration. These are included
from page 6 in this Notice of Meeting. They include the
Financial Reports, the appointment of KPMG as Westpac's
new auditor, and the Remuneration Report.
Shareholders will also have the opportunity to vote on
the granting of equity to our incoming Chief Executive
Officer, the re-election and election of Directors and two
resolutions proposed by a group of shareholders.
Please refer to the Explanatory Notes for details on each
resolution and the Board's recommendations.
Board renewal
In recent years, our Board has seen substantial renewal,
bringing together a diverse mix of skills and experience.
This year, we welcomed Andy Maguire in July. With
extensive global banking experience, Andy brings valuable
expertise in digital transformation and technology
infrastructure to the Board. He will stand for election
at this AGM with the support of the Board.
Additionally, current Non-executive Directors Nerida
Caesar and Margie Seale will stand for re-election, also
with the Board’s support. Nora Scheinkestel will retire from
the Board in November this year and Audette Exel has
decided not to seek re-election, and will stand down on
13 December 2024. On behalf of my fellow directors, I
thank them for their contribution to Westpac.
This year's AGM will be a hybrid meeting, and
shareholders will have an opportunity to engage with
Directors in person, online at westpac.com.au/AGM or
via teleconference.
Shareholders are invited to pre-submit written questions
via email or online before the AGM. I will endeavour to
address the most frequently raised shareholder matters
during the meeting. Information on how to vote, appoint
a proxy and ask questions is included in this Notice
of Meeting.
I look forward to welcoming you to our upcoming AGM.
Yours sincerely,
Steven Gregg
CHAIRMAN
6 November 2024

42024 NOTICE OF MEETING
PARTICIPATING IN
THE AGM
Westpac shareholders (or their proxies, corporate
representatives and attorneys (Representatives)) can
participate in the AGM in person or online. This includes
viewing proceedings, making comments, asking questions
and voting (subject to the voting exclusions), and we
welcome shareholder participation.
Attending in person
The 2024 AGM will be held at 10:00am (Sydney time)
in the Grand Ballroom at the Hyatt Regency Sydney,
161 Sussex Street, Sydney, New South Wales 2000.
Registration will commence at 9:00am (Sydney time).
Non-shareholders (who are not Representatives of
shareholders) who wish to attend the AGM in person
are requested to register by 5:00pm (Sydney time) on
Wednesday, 11 December 2024, by emailing their details to
westpacagm@linkmarketservices.com.au. Westpac retains
its discretion to decline entry to visitors for safety or
other reasons.
Support will be available at the venue for people with
accessibility requirements and an Auslan interpreter will
be provided.
How to get there
The Hyatt Regency Sydney is located adjacent to the
Darling Harbour precinct in Sydney’s central business
district. The most convenient entry to the Grand Ballroom
on the mezzanine level is via the lifts, escalator or
staircase located in the lobby.
For more information on the Hyatt Regency Sydney, visit
hyatt.com/hyatt-regency.
Car
Paid car parking is available at Wilson Parking directly
opposite the Hyatt Regency Sydney via two entrances
(383 Kent Street or 168 Sussex Street). Accessible parking
is located on each level of the car park.
If coming via car, taxi or Uber, drop-offs can be made
within the hotel’s drive-through circle at the hotel entrance
on 161 Sussex Street.
A taxi rank is located to the left of the hotel upon exit.
When leaving, please advise the hotel’s concierge team
if you require a taxi, and they will signal the driver to
approach the driveway.
Public Transport
By train – Town Hall and Wynyard Stations are both
within approximately 10 minutes’ walk from the Hyatt
Regency Sydney.
Other public transport – For information about bus and
light rail services, call 131 500 or visit transportnsw.info/
to plan your trip.
At the venue
Venue security – Security will be in place at the venue,
including x-ray screening of bags and other belongings
and metal detection prior to AGM entry.
Cloakroom facilities – A cloakroom facility will be
available on the day.
Catering – Light refreshments will be provided at
the meeting.

MESSAGE FROM
THE CHAIRMAN
PARTICIPATING IN
THE AGM
NOTICE OF
2024 ANNUAL
GENERAL MEETINGHOW TO VOTEEXPLANATORY NOTES
5
Attending online or
by teleconference
Registration for the AGM online platform and
teleconference will commence at 9:00am (Sydney time)
on the day of the AGM.
Shareholders or their Representatives can watch, vote
and ask questions online during the AGM by visiting
westpac.com.au/AGM and clicking ‘Join the 2024 AGM’.
An Auslan interpreter will be viewable online.
To register on the AGM online platform, please ensure you
have your Shareholder Reference Number (SRN)/Holder
Identification Number (HIN) to verify your shareholding.
This can be found on your holding statement or can be
requested in advance from Link Market Services (Link) on
+61 1800 804 255. For proxies, you will need your proxy
code to verify your appointment. Proxies will be emailed
their proxy code no later than 24 hours prior to the AGM.
You will need to have been appointed as a proxy by
10:00am (Sydney time) on Wednesday, 11 December
2024.
To ask a question by teleconference, a unique shareholder
PIN is required. Please contact Link on +61 1800 804 255
and quote your SRN/HIN prior to 5:00pm (Sydney time)
on Wednesday, 11 December 2024 to obtain a PIN. 
Teleconference numbers:
Australia Toll Free: 1800 798 067
International Toll Free: +61 1800 798 067
or +61 2 9189 5793
Further information on how to use the AGM online
platform or teleconference is provided in the Online AGM
Guide available at westpac.com.au/AGM.
A meeting transcript and replay of the webcast will also
be available on our website soon after the meeting.
Technical
difficulties
The Chairman of the AGM has discretion to decide
whether and how the AGM should proceed if technical
difficulties arise during the meeting. In doing so,
consideration will be given to the number of shareholders
impacted and the extent to which participation in the
business of the meeting is affected. The Chairman of the
AGM may continue the business of the meeting, including
conducting a poll and voting in accordance with valid
proxy instructions.
Shareholder questions
On the day of the AGM
Shareholders or their Representatives may comment
or ask questions in person at the meeting, online or
by teleconference.
Before the AGM
Shareholders may submit questions ahead of the meeting
online at vote.linkmarketservices.com/WBC.
Shareholders who receive a hardcopy Question Form
should follow the instructions on the form to return their
question(s) by post or email.
Questions submitted before the meeting must be received
by 5:00pm (Sydney time) on Friday, 6 December 2024.
Questions submitted prior to the AGM will not be read or
tabled at the meeting, but Westpac will seek to respond
to shareholders’ most common matters in the Chairman
and the CEO addresses and, where applicable, in the
comments on the resolutions.
Further information
Please visit westpac.com.au/AGM for more information
about our meeting.

62024 NOTICE OF MEETING
NOTICE OF 2024
ANNUAL GENERAL
MEETING
Notice is given that the Annual
General Meeting of Westpac Banking
Corporation (ABN 33 007 457 141)
(Westpac or the Company) will be
held at 10:00am (Sydney time) on
Friday, 13 December 2024 as a hybrid
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 2024.
2. Appointment of auditor of Westpac
Banking Corporation
To appoint KPMG as auditor of Westpac
Banking Corporation.
3. Remuneration Report
To adopt the Remuneration Report for the year ended
30 September 2024.
The vote on this resolution is advisory only and does not
bind the Company or its Directors.
4. Grant of Equity to the Incoming Managing Director
and Chief Executive Officer
To approve, including for the purposes of sections 200B
and 200E of the Corporations Act 2001 (Cth), the grant of
restricted share rights (restricted rights) and performance
share rights (performance rights) as Long Term Variable
Reward (LTVR) for the 2025 financial year to the incoming
Managing Director and Chief Executive Officer, Anthony
Miller, on the terms summarised in the Explanatory Notes
in the Notice of Meeting.
5. 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 Andy Maguire as a Director.
6. Resolutions Requisitioned by Shareholders
(Not Supported by the Board)
(a) Amendment to the Constitution
To amend the Constitution to insert beneath Clause 7
‘General meetings’ the following new sub-clause: “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 Plan Assessments
Shareholders recognise the substantial transitional and
physical risks of climate change and their potential
financial impacts on our company. Noting our company’s
requirement that upstream oil and gas customers have
‘credible transition plans’
1
in place by 30 September 2025
in order to receive corporate lending and bond facilitation,
shareholders request further disclosure addressing:
1.Whether all ‘fossil fuel companies’
2
will be required to
have such plans in place by 30 September 2025 in
order for Westpac to provide ‘new financing’
3
; and
2.How Westpac will assess such plans for alignment with
the bank’s definition of a credible transition plan.
1
As defined in Westpac’s November 2023 Climate Change
Position Statement and Action Plan (https://
www.westpac.com.au/content/dam/public/wbc/
documents/pdf/aw/sustainability/Climate_Change_
Position_Statement_and_Action_Plan.pdf)
2
As defined in Science-Based Targets Initiative Financial
Institutions Near-Term Criteria Version 2.0 (https://
sciencebasedtargets.org/resources/files/Financial-
Institutions-Near-Term-Criteria.pdf)
3
Defined as: The provision of new corporate lending,
project finance or trade finance to a customer, including
the refinancing of existing facilities, and the arranging or
underwriting of capital markets transactions to a customer.

MESSAGE FROM
THE CHAIRMAN
PARTICIPATING IN
THE AGM
NOTICE OF
2024 ANNUAL
GENERAL MEETINGHOW TO VOTEEXPLANATORY NOTES
7
Important
Voting Infomation
Eligible shareholders
A person who is registered as the holder of Westpac
shares at 7:00pm (Sydney time) on Wednesday,
11 December 2024 will be entitled to attend and vote at
the AGM. Share transfers registered after that time will
be disregarded in determining entitlements to attend and
vote at the meeting.
Voting exclusions
Key Management Personnel (KMP) that may have a vested
interest in the outcome of a resolution are restricted
from voting on that resolution. KMP includes members
of the Board and Group Executives that are listed in
Section 2 ‘Key Management Personnel’ of Westpac’s 2024
Remuneration Report.
The Corporations Act 2001 (Cth) (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:
ITEM
RESOLUTION
3Remuneration Report
4Grant of Equity to the Incoming Managing
Director and Chief Executive Officer
Westpac will disregard any votes cast on Item 3:
•by or on behalf of a KMP named in the Remuneration
Report for the financial year ended 30 September
2024 or their closely related parties, regardless of the
capacity in which the vote is cast; or
•as a proxy by a person who is a KMP at the date of the
AGM or their closely related parties,
unless the vote is cast as proxy for a person entitled to
vote on Item 3:
•in accordance with a direction on the Voting/Proxy
Form to vote on the Item in that way; or
•by the Chairman of the AGM pursuant to an express
authorisation to exercise the proxy, even though Item 3
is connected with the remuneration of the KMP.
Westpac will disregard any votes cast on Item 4:
•by or on behalf of Mr Anthony Miller or any of his
associates, regardless of the capacity in which the vote
is cast; or
•as a proxy by a person who is a KMP at the date of the
AGM or their closely related parties,
unless the vote is cast on Item 4:
•as proxy or attorney for a person entitled to vote on
the Item in accordance with a direction given to the
proxy or attorney to vote on the Item in that way; or
•by the Chairman of the AGM as proxy for a person
entitled to vote on the Item, pursuant to an express
authorisation to exercise the proxy as the Chairman
of the AGM decides, even though Item 4 is connected
with the remuneration of a KMP; or
•by a holder acting solely in a nominee, trustee,
custodial or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
–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 Item; and
–the holder votes on the Item in accordance with
directions given by the beneficiary to the holder to
vote in that way.
The attached ‘How to Vote’ instructions and Explanatory
Notes provide shareholders with further information and
form part of this Notice of Meeting.
By order of the Board of Directors.
Timothy Hartin
COMPANY SECRETARY
6 November 2024

82024 NOTICE OF MEETING
HOW TO VOTE
Voting at the AGM
In person at the meeting
When registering at the AGM you will be given a voting
card and instructions on how to complete it.
Voting on all resolutions will be conducted by poll and
details on how to vote will be provided at the meeting.
Online during the meeting
Shareholders or their Representatives can log in to the
AGM online platform by following the instructions on
page
5.
The Chairman of the AGM intends to open voting shortly
after the commencement of the meeting at 10:00am
(Sydney time). Those entitled to vote may do so after
voting opens and up until the poll is closed 15 minutes
after the meeting has concluded.
Further details are in the Online AGM Guide available
at westpac.com.au/AGM.

Voting prior to the AGM
Direct voting or appointment of proxies 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 back of the Voting/Proxy Form with an
appropriate device. You will need your SRN
or HIN and your postcode for your shareholding.
Email – scan and email a completed Voting/Proxy
Form to vote@linkmarketservices.com.au.
By post – completed Voting/Proxy Forms may
be posted to Westpac Banking Corporation, c/-
Link Market Services Limited, Locked Bag A6015,
Sydney South NSW 1235 Australia.
New Zealand shareholders can also return their Voting/
Proxy Form in one of the ways described in the form.
A completed Voting/Proxy Form (and any power of
attorney or other authority under which it is signed) must
be received by no later than 10:00am (Sydney time) on
Wednesday, 11 December 2024. Any Voting/Proxy Form
received after this time will not be valid.
By submitting a direct vote prior to the meeting, you
agree to be bound by the Direct Voting Rules adopted
by the Board. The Direct Voting Rules are available
at westpac.com.au/AGM. Further instructions on direct
voting are on the Voting/Proxy Form.

MESSAGE FROM
THE CHAIRMAN
PARTICIPATING IN
THE AGM
NOTICE OF
2024 ANNUAL
GENERAL MEETINGHOW TO VOTEEXPLANATORY NOTES
9
Appointment of Proxy
Shareholders can appoint up to two proxies to participate
in the AGM on their behalf. 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.
Proxy instructions must be received by 10:00am (Sydney
time) on Wednesday, 11 December 2024. Any proxy
instructions received after this deadline will not be valid.
If you appoint a proxy (other than the Chairman of the
AGM) and direct them how to vote and they do not attend
the meeting or do not vote on the poll, the Chairman of
the AGM will become your proxy and must cast those
proxy votes in accordance with your directions.
If you appoint the Chairman of the AGM as your proxy (or
the Chairman is appointed by default), and no direction is
provided, you will be expressly authorising the Chairman
to exercise your proxy as the Chairman sees fit. This
includes in relation to Items 3 and 4 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 your
proxy and direct the Chairman how to vote on an Item,
you must complete the ‘For’, ‘Against’ or ‘Abstain’ boxes
on the Voting/Proxy Form. Otherwise, the Chairman of the
AGM intends to vote all available proxies in favour of Items
2, 3, 4, 5a, 5b and 5c, and against Items 6a and 6b.
If you appoint a Director (other than the Chairman of
the AGM) or another KMP or closely related party of any
KMP as your proxy, you must specify how they should
vote on Items 3 and 4 by completing the ‘For’, ‘Against’
or ‘Abstain’ boxes on the Voting/Proxy Form. If you do
not, your proxy will not be able to exercise your vote for
those Items.
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 the
voting exclusions).
If you appoint a proxy but then attend the meeting
in a manner outlined on pages 4-5, your proxy will be
automatically revoked (as required by law), and you
will need to lodge your vote at the meeting.
Further instructions on appointing proxies are
available on the Voting/Proxy Form or online at
vote.linkmarketservices.com/WBC.
Corporate representatives
A corporation which is a shareholder, or which has
been appointed as a proxy, may appoint an individual
to act as a corporate representative to vote at the
AGM. The appointment must comply with section 250D
of the Corporations Act. The corporate representative
should send their properly executed letter or other
document confirming their authority to act as the
company’s corporate representative with their Certificate
of Appointment of Corporate Representative form to Link
at the postal address or email address on page 8, unless
it has previously been provided to Link. A Certificate of
Appointment of Corporate Representative form may be
obtained from Link or online at linkmarketservices.com.au
and must be received by Link by 10:00am (Sydney time)
on Friday, 13 December 2024.
Attorney
A shareholder entitled to participate and vote at the AGM
is entitled to appoint an attorney to participate and vote
at the meeting on the shareholder’s behalf. An attorney
does not have to be a shareholder of Westpac. The power
of attorney appointing the attorney must be duly signed
and specify the names of the shareholder, the attorney,
and 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 by 10:00am (Sydney time)
on Wednesday, 11 December 2024 at the postal address
shown on page 8.

102024 NOTICE OF MEETING
EXPLANATORY
NOTES
Item 1
Financial Reports
This Item relates to Westpac’s Financial Report,
Directors’ Report and Auditor’s Report (the Financial
Reports) for the year ended 30 September 2024. This
Item does not require a formal resolution and so no
vote will be held.
Shareholders may ask questions and make comments
on the Financial Reports or the management of
Westpac and will have an opportunity to ask questions
of Westpac’s current auditor, PricewaterhouseCoopers
(PwC), in relation to the conduct of the audit, the
preparation and content of the Auditor’s Report, the
accounting policies adopted by Westpac and the
independence of the auditor in relation to the conduct
of the audit.
The Financial Reports are in Westpac’s
2024 Annual Report and available at
westpac.com.au/investorcentre.
Item 2
Appointment of
auditor of Westpac
Banking Corporation
Shareholders are asked to appoint KPMG as auditor of
Westpac Banking Corporation.
The Corporations Act requires shareholders to approve
the appointment of the auditor.
Following a competitive tender process, the Board
resolved to appoint KPMG as the new auditor of
Westpac Banking Corporation from the conclusion of the
2024 AGM, subject to shareholder approval and ASIC
consenting to the resignation of PwC as auditor of the
Company (noting that ASIC’s consent to PwC’s resignation
has now been received).
As previously disclosed, the decision to tender Westpac’s
external audit services was considered to be reflective of
best practice for audit firm rotation. Due to their tenure as
the Group’s auditor, PwC was not invited to participate.
The period between the conclusion of the tender
process and the planned commencement date has
provided adequate time for KPMG to meet all relevant
requirements including independence criteria before the
appointment commences.
In accordance with section 328B(1) of the Corporations
Act, Westpac Banking Corporation has received notice
from a shareholder nominating KPMG as the auditor. A
copy of the notice is included in Appendix 1 to this Notice
of Meeting.
The Board recommends that 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 2024.
The Remuneration Report is included within
Westpac’s 2024 Annual Report and is available at
westpac.com.au/investorcentre.
The Remuneration Report sets out information about:
•the executive remuneration framework;
•the relationship between remuneration and
Company performance;
•remuneration governance;
•details of executive remuneration arrangements; and
•statutory remuneration details (including for the
Directors of the Company).
The vote on this Item is advisory only and does not
bind the Company or its Directors. However, the voting
outcome will be considered when determining future
remuneration arrangements.
A voting exclusion applies to this Item, as set out earlier
in this Notice of Meeting.
The Board recommends that 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.

MESSAGE FROM
THE CHAIRMAN
PARTICIPATING IN
THE AGM
NOTICE OF
2024 ANNUAL
GENERAL MEETINGHOW TO VOTEEXPLANATORY NOTES
11
Item 4
Grant of Equity to the Incoming Managing Director and Chief
Executive Officer
Shareholders are asked to vote on the grant of equity as Long Term Variable Reward (LTVR) to the incoming
Managing Director and Chief Executive Officer, Anthony Miller, that will form part of his 2025 financial year
remuneration. As previously announced, Anthony Miller will commence as Managing Director and Chief Executive
Officer on 16 December 2024.
To align the incoming CEO’s long term interests with those of shareholders, the Board believes Mr Miller should maintain
a significant 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 based equity to support long term
shareholder returns and value creation.
The 2025 CEO LTVR award will be allocated as restricted rights and performance rights. If certain conditions are met
over a four year performance period, the rights will vest at the end of the deferral periods as outlined below. The grant
of equity is consistent with Mr Miller’s employment agreement as Managing Director and CEO.
The Board has the ability to adjust the number of rights downwards (including to zero) in the event of a significant
impact to the Group and in other circumstances considered appropriate.
Mr Miller’s annual total maximum remuneration package for the Managing Director and CEO role is comprised of:
•Fixed remuneration at $2,500,000;
•Maximum Short Term Variable Reward (STVR) at $2,343,750;
•LTVR restricted rights at $1,750,000; and
•LTVR performance rights at $1,750,000.
Further details of Westpac’s executive remuneration arrangements, including STVR and LTVR components, are in
the Remuneration Report in Westpac’s 2024 Annual Report, which is available at westpac.com.au/investorcentre.
Information on Mr Miller’s 2025 remuneration will be outlined in the 2025 Remuneration Report.
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.
The terms of the CEO’s 2025 LTVR provide that shares to satisfy any vested LTVR awards will be acquired on-market.
Accordingly, an exception to ASX Listing Rule 10.14.1 applies, which means that shareholder approval is not required.
Notwithstanding this, Westpac is seeking approval for the grant of equity as LTVR to the incoming CEO as a matter
of good governance.
This resolution is not seeking approval for the total remuneration of the incoming CEO, rather it relates to the issue
of securities to the incoming CEO (who will become a Director when he commences as CEO) as LTVR, which is one
component of his total remuneration.
If shareholder approval is not obtained, the Board will consider alternative approaches to rewarding Mr Miller should the
performance conditions for the LTVR be achieved. This may include paying him a cash equivalent.
Shareholder approval is also being sought for the purposes of sections 200B and 200E of the Corporations Act for any
potential termination benefits that may be given to Mr Miller in connection with the LTVR award.
If this resolution is approved, Mr Miller will be entitled to receive benefits arising through this award on termination of his
employment (subject to various conditions), in addition to any other termination benefits that may be provided to him,
without further shareholder approval. If shareholder approval is provided, the value of any termination benefits that may
be received in connection with the LTVR award will be disregarded when calculating the termination benefits cap under
the Corporations Act. It is intended that this approval will remain valid during the life of equity granted to Mr Miller under
Item 4.

122024 NOTICE OF MEETING
EXPLANATORY NOTES
2. Terms of the LTVR award
Consistent with the remuneration strategy, the terms of LTVR are designed to:
•Align 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 remuneration ‘at-risk’ as vesting is subject to the achievement of performance
conditions, a service condition and Board discretion; and
•Ensure remuneration is competitive and aligned with market remuneration in the financial services industry.
TERMS OF THE LTVR AWARD
Quantum of awardThe Board has determined that Mr Miller will receive a 2025 LTVR award comprising a maximum grant
of 42,991 restricted rights and 42,992 performance rights, with a total face value of $2,771,232. The value
of the LTVR award has been calculated on a pro-rata basis to reflect Mr Miller’s appointment to the role
of Managing Director and CEO as at 16 December 2024.
Subject to meeting the performance conditions and other vesting criteria described below, the
maximum number of fully paid ordinary shares that may be issued to Mr Miller under the 2025 LTVR
award is 85,983, at a grant price of $32.23 per right. The rights to be granted will be
offered at nil cost
to him and no amount is payable on their vesting.
The number of rights to be granted to Mr Miller as Managing Director and CEO was determined by
dividing the dollar value of the 2025 LTVR award by the market price (being the volume weighted
average price of Westpac’s ordinary shares, as traded on the ASX and Cboe Australia) in the last five
trading days up to and including 30 September 2024.
DeliveryThe LTVR award is delivered in two equally weighted components comprising restricted rights and
performance rights.
Restricted rights
•Performance period: 4 years.
•Deferral period: Up to 5 years comprising a performance period of 4 years after which 50% of the
restricted rights are eligible to vest (i.e. at the end of Year 4). The remaining 50% of restricted rights
are eligible to vest after a further deferral period of 1 year (i.e. at the end of Year 5).
Performance rights
•Performance period: 4 years.
•Deferral period: 6 years, comprising a performance period of 4 years and a further deferral period
of 2 years. 100% of the performance rights are eligible to vest at the end of Year 6.
Both restricted rights and performance rights are eligible to receive dividend equivalent payments to
the extent that rights vest.
For restricted rights, dividend equivalent payments are accrued for the performance period and the
further deferral period after the performance period, and paid at the end of the deferral period.
For performance rights, dividend equivalent payments are only accrued for the further deferral period
after the performance period and paid at the end of the deferral period.
Upon exercise of either of the rights, the Board may also choose to issue a cash consideration
equivalent to the cash value of the number of rights exercised.
Performance conditionsThe performance conditions must be satisfied before rights can vest, except in limited circumstances
(refer to the Board discretion and the cessation of employment section described below). There is no
re-testing and any rights that do not vest on testing will lapse.
The Board has discretion to determine that alternative, additional or modified performance conditions
will apply in combination with or in lieu of performance conditions specified below in relation to any
LTVR rights. The Board may also waive any performance condition, for example where it is no longer
appropriate or applicable.
Restricted rights
The restricted rights are subject to performance conditions which are assessed prior to the grant
and prior to vesting. These assessments are known as the pre-grant assessment and the pre-
vest assessment.
The assessment is focused on maintaining or improving Group risk culture. The assessment will be
primarily based on the assessment of collective Group risk culture as part of the Board’s annual
attestation to APRA required under Prudential Standard CPS 220 Risk Management, which is a multi
factorial, evidence based process. A prudential soundness gate applies.

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PARTICIPATING IN
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NOTICE OF
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TERMS OF THE LTVR AWARD
The Board will also consider if there have been any significant risk outcomes or any serious misconduct
that have not been sufficiently addressed through performance management or STVR outcomes.
Step 1: Assessment
RISK FACTORSASSESSMENT
1. Prudential soundness gateHas Westpac remained safe and secure, taking into account capital
position and liquidity?
Prudential soundness is measured through the common equity tier 1
capital ratio, liquidity coverage ratio and the net stable funding ratio.
2. Group risk cultureHas Group risk culture maturity been maintained or improved,
considering both executive actions or inactions?
The risk culture assessment involves a series of inputs, a review
process and a Board assessment of Group risk culture.
3. Significant risk outcomesHave risk outcomes arisen that have a significant and material impact
on the Group, not sufficiently addressed elsewhere?
4. Serious misconductHas Westpac suffered from a serious misconduct issue, not
sufficiently addressed elsewhere?
Step 2: Consider Board discretion
Considerations to guide the application of discretion and the overall assessment include:
•The materiality of the adverse impact on Westpac’s financial position, or reputation, or customers,
or shareholders, or employees or regulatory standing.
•Whether the outcome was specific to Westpac, the banking industry or the broader market.
•The extent to which performance and reward outcomes are already impacted (e.g. through
remuneration adjustments), at a collective or individual level.
•Whether any adjustment should be made on a collective or individual basis.
Given the focus on maintaining or improving Group risk culture over the performance period,
adjustments are unlikely at the pre-grant assessment and any potential adjustment is more likely at
the pre-vest assessment.
The pre-grant assessment for the 2025 LTVR restricted rights was completed and the Board determined
that no adjustment be applied.
The restricted rights remain subject to the pre-vest assessment after the four year performance period
ending 30 September 2028. The restricted rights also remain subject to remuneration adjustments
during and after this period.
Performance rights
The 2025 LTVR performance rights are subject to an assessment of relative total shareholder return
against two comparator groups.
The two comparator groups are equally weighted and tested independently against a percentile ranking
vesting schedule as outlined below. The Board retains discretion to amend the comparator groups and
determine the overall vesting outcome as appropriate.
WESTPAC’S TSR PERFORMANCEINDICATIVE VESTING PERCENTAGE
At the 75th percentile or higher100%
Between the median and the 75th percentilePro-rata vesting between 50% and 100%
At the median50%
Below the median0%

142024 NOTICE OF MEETING
EXPLANATORY NOTES
TERMS OF THE LTVR AWARD
Banking comparator group
The banking comparator group of companies comprises of Australia & New Zealand Banking Group
Limited, Bank of Queensland Limited, Bendigo and Adelaide Bank Limited, Commonwealth Bank of
Australia and National Australia Bank Limited.
General ASX comparator group
The general ASX comparator group comprises of the 20 largest companies on the ASX by market
capitalisation, excluding resource companies. The 20 companies are determined at the start of the
performance period on 1 October 2024.
The general ASX comparator group of companies comprises of ANZ Group Holdings Limited, Aristocrat
Leisure Limited, Brambles Limited, Coles Group Limited, Commonwealth Bank of Australia, CSL Limited,
Goodman Group, James Hardie Industries PLC, Macquarie Group Limited, National Australia Bank
Limited, QBE Insurance Group Limited, REA Group Ltd, ResMed Inc, Suncorp Group Limited, Telstra
Group Limited, Transurban Group, Wesfarmers Limited, WiseTech Global Limited, Woolworths Group
Limited and Xero Limited.
In the event of a merger, acquisition or de-listing of any of the 20 companies, that company will be
removed from the comparator group.
Adjustment of unvested
or unexercised award
The Board may adjust downwards, including to zero, the number of unvested rights or vested and
unexercised rights, and if so, those rights will lapse. This may occur to respond to: serious misconduct,
significant circumstances or new information including significant error or misstatement which suggest
that the award was not justified or results in an inappropriate reward outcome, significant failure
of financial and non-financial risk management, breach of accountability obligations or fitness and
propriety, where required by law, and any other misconduct that has a significant adverse outcome
on Westpac, its customers or its people.
The Board may delay the vesting of the LTVR award if an investigation in relation to the matters above is
being conducted and in other circumstances.
Exercise of vested rightsVested rights may be exercised up to a maximum of two years from the vesting date of the award and
will be auto-exercised if not exercised within the period. The exercise price for the rights is zero.
ClawbackAt the discretion of the Board, to the extent legally permissible and practicable, Westpac has a right to
clawback the shares which vest from the LTVR award together with any other vested proceeds of the
LTVR award for up to seven years from the date of award, or at least two years from the payment or
vesting, whichever is greater.
It is anticipated that clawback would only be used in response to the same matters identified above
in the ‘Adjustment of unvested award’ section and having regard to a proportionate response to
the severity of the matter and level of individual accountability, after other adjustment tools have
been exhausted.
Cessation of
employment and
early vesting
Subject to the Board’s discretion (refer to section 3 below on the Board’s discretion), all unvested
rights will lapse when Mr Miller’s employment with Westpac ceases, except where the cessation of
his employment:
(a)is due to retirement or retrenchment, in which case the rights are retained and remain subject to
performance testing and the other terms as outlined above;
(b)is due to death, or total and permanent disablement, in which case the rights become immediately
exercisable; or
(c)is due to an agreed separation, in which case the rights are retained and remain subject to
performance testing and the other terms as outlined above unless a reduction is determined to
be appropriate.
Change of controlIf a change of control event occurs, the Board may determine the number of rights that become
exercisable and vest, having regard to the proportion of the deferral period served and Mr Miller’s
performance against the relevant performance conditions as at the date the change of control
event occurs.
In addition, the CEO and Group Executives are required to build and maintain a significant Westpac shareholding to
strengthen alignment with shareholder interests. The sale of any shares that may be delivered to Mr Miller from the
2025 LTVR award is conditional on meeting the minimum shareholding requirement (except for the purposes of meeting
tax obligations).

MESSAGE FROM
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3. Termination benefits
Early vesting of Mr Miller’s LTVR awards or a decision to allow the rights to be retained in connection with Mr Miller’s
cessation of employment may amount to providing a termination benefit under the Corporations Act.
The Board also has discretion in relation to the rights where Mr Miller ceases employment under certain circumstances
that do not involve serious misconduct and where early vesting of the rights is not otherwise prohibited by law. This
discretion enables the Board to vest the rights or determine that the rights are retained, subject to performance
conditions and the other terms as outlined above.
The Board may determine to exercise this discretion in relation to awards in circumstances where Mr Miller’s employment
ceases without fault on his part. In determining whether to exercise discretion, the Board will consider all relevant
circumstances, which may include Westpac’s performance against applicable performance conditions at the date of
cessation, as well as Mr Miller’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 Miller as a result of early vesting of any of his awards, or the
exercise of the Board’s discretion that his 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)Mr Miller will be appointed Managing Director and Chief Executive Officer on 16 December 2024. Mr Miller has not
been issued any LTVR awards in this role.
(b)No loans are, or will be, granted to Mr Miller in connection with the LTVR award.
(c)Details of any rights granted or shares issued to Mr Miller under the LTVR award will be published each year in
Westpac’s Annual Report.
(d)Other than the outgoing CEO, who will not be receiving a 2025 LTVR, there are no other Directors and no other
associates of Directors who are presently entitled to participate in the 2025 LTVR award, and (other than Mr
Miller) no additional Director or associate of a Director who becomes entitled to participate in the LTVR award will
participate until approval is obtained under ASX Listing Rule 10.14 (if such approval is required).
(e)Mr Miller is not permitted to deal in (including hedge) securities received under the LTVR award until they
have vested. All dealings in securities (vested and unvested) must comply with the Westpac Group’s Securities
Trading Policy.
(f)The rights do not receive dividends (but as noted above, a dividend equivalent payment may be payable) and do not
have voting rights.
(g)If shareholder approval is obtained, the LTVR award will be approved for the purposes of all applicable requirements,
including sections 200B and 200E of the Corporations Act.
(h)Westpac intends to grant the rights in January 2025 and, in any event, no later than three years after the AGM.
A voting exclusion applies to this Item, as set out earlier in this Notice of Meeting.
The Board recommends that shareholders vote in favour of Item 4.
The Chairman of the AGM intends to vote all available proxies in favour of this Item.

162024 NOTICE OF MEETING
EXPLANATORY NOTES
Item 5
Re-election and election
of Directors
Ms Nerida Caesar and Ms Margaret Seale are retiring
by rotation at this meeting in accordance with the
Constitution and are offering themselves for
re-election.
Mr Andy Maguire joined the Board on 15 July 2024
and is offering himself for election.
Westpac seeks to maintain a high-quality Board with the
skills and experience to represent shareholders. A board
skills matrix is provided in Westpac’s 2024 Annual Report
and in the 2024 Corporate Governance Statement. The
Board uses the skills matrix to illustrate the key skills
and experience the Board is seeking to achieve in its
membership collectively and the number of Directors with
each skill and experience.
The Board also undertakes ongoing self-assessment
and conducts an annual performance review. This self-
assessment and review assist the Board Nominations &
Governance Committee and the Board in considering
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 re-election or
election) has recommended the re-election or election of
each Non-executive Director.
a.
 NERIDA CAESAR
BCom, MBA, GAICD
Independent Non-executive Director since
September 2017.
Ms Caesar has over 38 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) and was
also a former director of Genome.One Pty Ltd and Stone
and Chalk Limited.
Before joining Equifax, Ms Caesar held several senior
management roles at Telstra, including Group Managing
Director, Enterprise and Government and Group Managing
Director, Wholesale. She also held several executive and
senior management positions with IBM within Australia
and internationally, including as Vice President of IBM’s
Intel Server Division for the Asia Pacific region.
Ms Caesar is currently a Director of NBN Co Ltd,
CreditorWatch and O’Connell Street Associates Pty Ltd,
the Co-Chair of Good2Give and its subsidiaries, WorkPlace
Giving Australia, Good2Give Research & Technology
Fund and ShareGift, and an advisor to startups in the
technology sector.
Ms Caesar is a member of the Board Audit Committee.
The Board considers Ms Caesar to be an
independent director.
The Board (other than Ms Caesar) recommends that
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.

MESSAGE FROM
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b. MARGARET SEALE
BA, FAICD
Independent Non-executive Director since March 2019.
Ms Seale has more than 25 years’ experience in senior
executive roles in Australia and overseas, including in
consumer goods, global publishing, sales and marketing,
and the successful transition of traditional business
models to digital environments.
Prior to her non-executive career, Ms Seale was the
Managing Director of Random House Australia and New
Zealand, and President, Asia Development for Random
House Inc. Ms Seale was a Director and then Chair of
Penguin Random House Australia Pty Limited, and a
Director of Telstra Corporation Limited, Ramsay Health
Care Limited, Bank of Queensland Limited and the
Australian Publishers’ Association. She also served on the
Boards of Chief Executive Women (chairing its Scholarship
Committee), the Powerhouse Museum, and the Sydney
Writers Festival.
Ms Seale is currently a Director of Scentre Group Limited,
Westpac Scholars Limited, Seaborn Broughton & Walford
Pty Limited, Pinchgut Opera Limited and Jana Investment
Advisers Pty Ltd.
Ms Seale is a member of the Board Remuneration and
Board Nominations & Governance Committees.
The Board considers Ms Seale to be an
independent director.
The Board (other than Ms Seale) recommends that
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.
c. ANDY MAGUIRE
BA, BAI
Independent Non-executive Director since July 2024.
Mr Maguire has more than 35 years’ experience in financial
services and began his career in banking at Lloyds
Banking Group. From 2014 to 2020, Mr Maguire was
Group Chief Operating Officer at HSBC Holdings plc
with responsibility for operations, technology, real estate,
change and transformation and operational resilience.
Previously, Mr Maguire spent 16 years with the Boston
Consulting Group, where he became Managing Partner
of the London
office covering the UK and Ireland, and a
member of the firm’s global executive committee, as well
as formerly serving as Global Head of Retail Banking.
Mr Maguire formerly held Chair positions with RegTech
compliance company Napier AI and IT service
management provider CX Holdings (Cennox Group).
Mr Maguire is currently Chairman of UK banking software
fintech Thought Machine Group. He is also an independent
Non-executive Director of AIB Group plc, a financial
services group operating predominately in the Republic of
Ireland and the UK.
Westpac has satisfactorily undertaken checks into Mr
Maguire’s background and experience, including as
required under the Financial Accountability Regime and
Prudential Standard CPS 520 Fit and Proper.
The Board considers Mr Maguire to be an
independent director.
The Board (other than Mr Maguire) recommends that
shareholders vote in favour of the election of Mr
Maguire to the Board.
The Chairman of the AGM intends to vote all available
proxies in favour of this Item.

182024 NOTICE OF MEETING
EXPLANATORY NOTES
Item 6
Resolutions requisitioned
by shareholders (not
supported 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 2 to this Notice of Meeting be provided
to shareholders.
The first resolution, Item 6(a) proposes an amendment to
Westpac’s Constitution, while the second (which depends
on Item 6(a) being approved) requests further disclosure
on Transition Plan Assessments.
Item 6(a)
Requisitioned resolution to amend
Westpac’s Constitution
The resolution in Item 6(a) proposes to amend Westpac’s
Constitution to allow shareholders in a general meeting, by
non-binding resolution, to express an opinion or request
information about the way in which the power of the
Company vested in Directors has been or should be
exercised if the matter relates to a material risk identified
by Directors. This resolution is proposed as a special
resolution and, to be passed, must be passed by at least
75% of the votes cast by shareholders entitled to vote on
the resolution.
The Board’s response
The Board supports the rights of shareholders to seek
amendments to the Constitution, however it does not
consider the proposed change to be in shareholders’ best
interests. Westpac is a large organisation operating in
a complex financial services landscape. The Constitution
vests power in the Board to oversee those operations and
Westpac’s governance structures have been implemented
to facilitate that oversight. In discharging this role,
Directors represent the interests of all shareholders,
balancing the interests of various stakeholders. To do this
effectively the Board must have clear authority to make
decisions about the management of the Company so it
can meet its legal obligation to act in the best interests
of the Company and all shareholders. The proposed
amendment, if approved, would also make Westpac’s
Constitution inconsistent with the constitutions of other
ASX listed companies.
Westpac provides various opportunities for shareholders
to engage directly with the Company through its feedback
mechanisms and the Board already seeks the views
of shareholders through these channels. For example,
shareholders can engage directly via the Investor
Relations and Group Sustainability teams, and by asking
questions or making comments at the AGM. Senior
executives, and the Chairman of the Board where
appropriate, also meet with investors and campaigner
special interest groups to seek their views.
The Board does not believe that the constitutional
amendment proposed in Item 6(a) will improve the ability
for shareholders as a whole to provide feedback on how
Westpac is managed. Accordingly, the Board does not
believe that the resolution to change the Constitution is
in the best interests of the Company and all shareholders.
The Board recommends that 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 Plan Assessments
Item 6(b) is an ‘advisory resolution’ and may be properly
considered at the AGM only if Item 6(a) is passed by a
special resolution. This means if Item 6(a) is not passed,
Item 6(b) will not be put to a vote at the AGM.
The Board’s response
This shareholder requisitioned resolution, Item 6(b),
requests disclosure of two matters. Westpac has
significant public disclosure on climate-related matters,
including in our 2024 Climate Report. However, as the
requests in this resolution do not exactly align with our
disclosures, our position is summarised below.
Westpac firmly believes climate change is a risk that
needs to be managed now. Our Climate Change Position
Statement and Action Plan, 2024 Annual Report and
2024 Climate Report, available on our website, provide
details of our climate change strategy, commitments
and progress.
At our 2023 AGM, we sought support for our Climate
Change Position Statement and Action Plan. Shareholders
overwhelmingly supported the resolution, with 92% of the
votes cast in favour of the resolution. 
While overall our exposure to fossil fuels is relatively small
1
,
we recognise that the fossil fuel sector is a large emitter.
On point 1 in the resolution for Item 6(b). Having joined
the Net-Zero Banking Alliance (NZBA) in July 2022, we
are committed to aligning our lending portfolio with net-
zero by 2050. In line with this commitment, we have
2030 financed emission targets in place for all 9 emissions
intensive sectors listed by NZBA, including targets for
power generation, upstream oil and gas, and thermal coal
mining
2
. Although the pathway to achieving our targets
may not always be linear, in FY23
3
we recorded a decline
1.
Our total committed exposure (TCE) to the fossil fuel value chain (extraction through to distribution) is less than 1% of our TCE. Total
committed exposure (TCE) represents the sum of the committed portion of direct lending (including funds placement overall and deposits
placed), contingent and pre-settlement risk plus the committed portion of secondary market trading and underwriting risk.
2.See our Climate Change Position Statement and Action Plan and our Climate Report on our website at: Our positions and perspectives
| Westpac.
3.Financed emissions are calculated a year in arrears given complexity of calculation and data availability.

MESSAGE FROM
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PARTICIPATING IN
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NOTICE OF
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in our financed emissions for each of our fossil fuel
sector targets. For upstream oil and gas, FY23 financed
emissions are below our FY21 baseline which positions us
well to achieve our 2030 target for a 23% reduction.
In addition, aligned with our climate-related targets
are our positions for certain carbon-intensive sectors
including upstream oil and gas, thermal coal mining,
metallurgical coal mining and power generation, which
provide additional criteria for evaluating new and
renewed financing and bond facilitation. These positions
seek to reflect the unique characteristics of each
sector and their role in Australia and New Zealand’s
decarbonisation journey.  
We respect privacy and confidentiality and do not discuss
customers, exposures or details of lending decisions. We
therefore do not comment on statements about individual
transactions, but we note that our total committed
exposure to the fossil fuel value chain at 30 September
2024 is lower than at 30 September 2023 (for more detail,
see our 2024 Climate Report).
On point 2 in the resolution for Item 6(b). Engaging
with customers on development of their climate transition
plans is important for how we support our customers.
In FY24, we refined our framework for assessing
customer transition plans guided by the Transition Plan
Taskforce (TPT) Disclosure Framework. Our framework
has five areas of assessment: foundation, implementation
strategy, engagement strategy, metrics and targets,
and governance. In FY24 we completed just over 150
assessments of our customers in high emitting sectors,
including fossil fuel companies. Our 2024 Climate Report
provides further detail on this framework and some of our
findings from these assessments.
Given our significant disclosures, clear climate strategy,
and the detail of our transition plan assessment processes,
this shareholder requisitioned resolution is unnecessary
and not in the best interests of the Company and
all shareholders.
The Board recommends that shareholders vote against
the advisory resolution in Item 6(b).
In the event this Item is put to the vote at the AGM,
the Chairman of the AGM intends to vote all available
proxies against this Item.

202024 NOTICE OF MEETING
APPENDIX 1
Appendix 1 - Nomination of KPMG as auditor of Westpac
Banking Corporation

MESSAGE FROM
THE CHAIRMAN
PARTICIPATING IN
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NOTICE OF
2024 ANNUAL
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APPENDIX 2
Appendix 2 - Supporting Statements provided by a group of shareholders
pursuant to section 249P of the Corporations Act
The shareholders who requisitioned the resolutions in Items 6(a) and 6(b) have requested, pursuant to section
249P of the Corporations Act, that the following statements accompany the resolutions.
Westpac is legally required to circulate the statements to shareholders and was not involved in the preparation
of the statements. The Board and the Company are not responsible for the contents of the statements or for
any inaccurate or misleading statements contained in them. References to 'we' in these statements are to the
requisitioning shareholders, not Westpac. The statements are not endorsed by the Board.
The Board recommends that shareholders vote against Item 6(a) and, if put to the meeting, against Item 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. Typically, unless the board permits
it, Australian shareholders cannot follow the example of
their UK, US, New Zealand or Canadian counterparts 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 some situations, the appropriate course of action for
shareholders dissatisfied with the conduct or performance
of the board is to seek to remove directors individually.
However, in many situations, a better course of action is to
formally and publicly allow shareholders the opportunity
at shareholder meetings 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. This is contrary to the long-term
interests of Westpac, its board and shareholders.
Passage of this resolution – to amend the Westpac
constitution – will simply put the company in a similar
position in regard to shareholder resolutions as any listed
company in the UK, US, Canada or New Zealand.
We encourage shareholders to vote in favour of
this resolution.
Supporting Statement 2
Last year, 21.59% of Westpac’s shareholders voted
in favour of this resolution,
4
yet Westpac has not
provided any further disclosure or amendments to its
policy framework to materially address this significant
demonstration of shareholder concern. We note that such
a vote in the UK would require a board to formally gather
and respond to shareholder feedback.
5
Westpac’s policy settings and fossil fuel finance activity
have become increasingly out of step with international
and domestic peers over the last year. For example,
consistent with international best practice, Commonwealth
Bank announced in August it had already decided to
no longer provide corporate or trade finance or bond
facilitation with a maturity beyond 2024 to oil and gas,
metallurgical coal mining, or coal-fired power generation
clients that would not have, or would be unlikely to have, a
transition plan aligned with the Paris Agreement by 2025.
6
Commonwealth Bank’s lending exposure to upstream oil
and gas has almost halved in the last two years.
7
Westpac has committed to the 1.5°C target of the Paris
Agreement and net zero global emissions by 2050 but
continues to undermine these goals by financing fossil fuel
expansion, exposing our company to increased climate-
related financial, legal, regulatory and reputational risks.
For Westpac to adequately meet its climate commitments,
and the expectations of regulators, investors and broader
stakeholders, the bank must require all clients in the fossil
fuel value chain to produce credible transition plans before
providing them with further finance.
Further policy disclosure required
Westpac’s current disclosures relating to climate transition
plan (CTP) expectations lack critical detail regarding
policy implementation in two key areas; scope of
application and impact on financing decisions.
Currently, the scope of fossil fuel clients required to
produce a CTP by 30 September 2025 is limited to
only upstream oil and gas,
8
exempting clients in other
fossil fuel sub-sectors – such as metallurgical coal mining,
thermal power generation, and midstream oil and gas
infrastructure – whose activities similarly threaten to
undermine Westpac’s climate commitment.
Westpac has also failed to disclose clear actions the bank
will take if a company fails to produce a credible CTP.
Financing fossil fuel expansion
The gaps in Westpac’s current policy have enabled our
company to continue providing billions to fossil fuel
expansion, which undermines the Paris goals.
The Intergovernmental Panel on Climate Change has
confirmed projected emissions from the planned lifetimes
of existing fossil fuel infrastructure would significantly
exceed the carbon budget remaining to limit global
warming to 1.5°C.
9

222024 NOTICE OF MEETING
APPENDIX 2
The International Energy Agency (IEA) concluded in 2021
that reaching net zero emissions by 2050 means no new
or expanded coal mines and no new oil and gas fields
should be approved,
10
largely reiterating this finding in
2022
11
and 2023.
12
Westpac has relied on the IEA’s Net
Zero by 2050 scenario to develop some of its climate
policies, yet has failed to align its financing decisions with
this key conclusion.
The UN-convened Net Zero Banking Alliance, of which
Westpac is a member, has also categorically stated it
“does not support the financing of fossil fuel expansion.”
13
Yet Westpac loaned $533 million to companies involved in
fossil fuel expansion in 2023, almost three times as much
as Commonwealth Bank.
14
In 2023 and 2024, Westpac has:
•Acted as a mandated lead arranger for a $1.24 billion
loan for Santos, a company targeting FID on three new
oil and gas projects in the coming years.
15
•Loaned $80 million to APA Group, a pipeline company
developing several new pipelines for the Beetaloo
Basin, a project estimated to result in 1.1 billion tonnes
of CO
2
-equivalent over its lifetime.
•Loaned $101 million to JERA Global Markets, a
company involved in several large LNG expansion
projects, including Scarborough, Barossa, and Freeport
LNG’s expansion.
•Participated in a $9.2 billion loan for the world’s largest
gas turbine supplier, GE Vernova,
16
in 2024.
17
Westpac’s financing continues to facilitate fossil fuel
expansion that is incompatible with global climate goals
the bank claims commitment to. Requiring fossil fuel
clients to provide a credible CTP to be eligible for new or
renewed finance would remedy this inconsistency.
Regulatory and legal risk
Australian misleading and deceptive conduct law requires
companies to have a reasonable basis for making climate-
related statements, including net zero commitments.
18
The misalignment between Westpac’s Paris and net zero
commitments and its ongoing financing of fossil fuel
expansion raises greenwashing risks. As stated by the
chair of a UN High-Level Expert Group focused on
corporate net zero claims: “Non-state actors cannot claim
to be net zero while continuing to build or invest in new
fossil fuel supply.”
19
Regulators have begun taking enforcement action in this
area, with some companies fined several million dollars
for misconduct.
20
ASIC’s Chair, Joe Longo, has stated
one of the main types of misconduct identified by the
regulator has been “net zero statements and targets, that
were either made without a reasonable basis or that were
factually incorrect”.
21
The inconsistency between Westpac’s climate
commitments and fossil fuel finance activity could see
Westpac facing increased legal and regulatory scrutiny.
Without disclosing a comprehensive and credible
approach to ensuring its fossil fuel customers are aligned
with a 1.5°C warming pathway, Westpac does not have
a reasonable basis for its commitments to the Paris
Agreement and net zero emissions by 2050, leaving the
bank open to greenwashing challenges.
This resolution presents an opportunity for Westpac to
address these risks and meet the best practice standards
set by international and domestic peers.
We urge shareholders to vote in favour of this resolution.

4.
https://www.listcorp.com/asx/wbc/westpac/news/2023-annual-general-meeting-results-2972140.html
5.https://media.frc.org.uk/documents/UK_Corporate_Governance_Code_2024_ofM100g.pdf
6,https://www.commbank.com.au/content/dam/commbank-assets/investors/docs/results/fy24/CBA-2024-Climate-Report.pdf
7.https://www.marketforces.org.au/commbank-2024-climate-report/
8.https://www.westpac.com.au/content/dam/public/wbc/documents/pdf/aw/
sustainability/Climate_Change_Position_Statement_and_Action_Plan.pdf
9.https://www.ipcc.ch/report/sixth-assessment-report-working-group-3/
10.https://www.iea.org/reports/net-zero-by-2050
11.https://www.iea.org/reports/world-energy-outlook-2022
12.https://www.iea.org/reports/net zero-roadmap-a-global-pathway-to-keep-the-15-0c-goal-in-reach
13.https://www.unepfi.org/industries/banking/nzba-responds-to-recent-research-on-fossil-fuels-coal/
14.https://www.marketforces.org.au/campaigns/banks/banking-climate-failure/
15.https://www.marketforces.org.au/wp-content/uploads/2024/03/03-2024-Santos-Investor-briefing-FINAL-2.pdf
16.https://www.gevernova.com/gas-power/products/gas-turbines
17.https://www.marketforces.org.au/wp-content/uploads/2024/07/Banking-Climate-Failure-2024-report.pdf
18.https://asic.gov.au/regulatory-resources/financial-services/how-to-avoid-greenwashing-when-offering-or-promoting-sustainability-related-
products/
19.https://www.un.org/sites/un2.un.org/files/high-level_expert_group_n7b.pdf
20.https://asic.gov.au/about-asic/news-centre/find-a-media-release/2024-releases/24-213mr-asic-s-vanguard-greenwashing-action-results-in-
record-12-9-million-penalty/; https://asic.gov.au/about-asic/news-centre/find-a-media-release/2024-releases/24-173mr-asic-s-first-
greenwashing-case-results-in-landmark-11-3-million-penalty-for-mercer/
21.https://asic.gov.au/about-asic/news-centre/speeches/greenwashing-a-view-from-the-regulator/

MESSAGE FROM
THE CHAIRMAN
PARTICIPATING IN
THE AGM
NOTICE OF
2024 ANNUAL
GENERAL MEETINGHOW TO VOTEEXPLANATORY NOTES
23
PEFC/21-31-119
PEFC Certified
Paper from
sustainably managed
forests and controlled
sources
pefcaustralia.org.au
The 2024 Westpac Notice of Meeting is printed
on PEFC certified paper. Compliance with the
certification criteria set out by the Programme for
the Endorsement of Forest Certification (PEFC)
means that the paper fibre is sourced from
sustainable forests.

WESTPAC.COM.AU

WBC PRX2402N
*WBC PRX2402N*
As a shareholder of Westpac Banking Corporation (Westpac), entitled to participate and vote at Westpac’s 2024 Annual General Meeting (AGM) to be held at 10:00am
(Sydney time) on Friday, 13 December 2024, in the Grand Ballroom at the Hyatt Regency Sydney, 161 Sussex Street, Sydney, New South Wales, 2000 and online
at westpac.com.au/AGM, and at any adjournment or postponement of the meeting, I/we hereby:
VOTING/PROXY FORM
This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously lodged
with Westpac’s share registry or a certified copy must be attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the
Corporations Act 2001 (Cth).
SIGNATURE OF SHAREHOLDER(S) – THIS MUST BE COMPLETED
Joint Shareholder 2 (Individual)
Director/ Company Secretary (Delete one)
Joint Shareholder 3 (Individual)
Director
Shareholder 1 (Individual)
Sole Director and Sole Company Secretary
* If you mark the ‘Abstain’ box for a particular Item, you are directing your proxy not to vote on your behalf and your votes will not be counted in computing the required majority on a poll.

appoint the Chairman of the AGM (mark box
T
)
elect to lodge my vote
directly (mark box
T
)
VOTE DIREC TLY
OR
APPOINT A PROXY
If voting directly, only
mark either ‘For’ or
‘Against’ for each Item.
If you mark the ‘Abstain’
box, your vote for that
Item will not be counted.
BA
C
D
If no name is provided, or failing the person/ body corporate named, the Chairman of the AGM will act as your proxy. In each case, your proxy
will act generally and vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law,
as the proxy sees fit), on your behalf at the AGM and at any adjournment or postponement of the AGM.
Exercise of proxies by the Chairman of the AGM for Item 3 Remuneration Report and Item 4 Grant of Equity to the Incoming Managing
Director and Chief Executive Officer. If the Chairman of the AGM is your proxy (or becomes your proxy by default), by submitting this form you
expressly authorise the Chairman of the AGM to vote on Items 3 and 4, even though Items 3 and 4 are connected directly or indirectly with the
remuneration of a member of the key management personnel of Westpac.
(Note: You may direct the Chairman of the AGM on how to vote on Items 3 and 4, by marking the appropriate boxes below.)
The AGM will be held as a hybrid meeting. You can attend in person or via the AGM Online Platform at westpac.com.au/AGM. Please refer to details in the Notice of Meeting and the Online AGM
Guide. You can view and download these at westpac.com.au/AGM.
The Chairman of the AGM intends to vote all available proxies in FAVOUR of Items 2, 3, 4, 5a, 5b and 5c, and AGAINST Items 6a and 6b.
OR - if you are NOT appointing the Chairman of the AGM as
your proxy, please write the name and email of the person or
body corporate you are appointing as your proxy. Please
note: leave this box blank if you have appointed the Chairman
of the AGM as your proxy. Do not insert your own name(s).
Name
Email
Please read the voting instructions overleaf before marking any boxes with an T
VOTING/PROXY DIRECTIONS
Items of Business
For
AgainstAbstain*
AGAINST
AGAINST
FOR
FOR
FOR
FOR
FOR
FOR
2 Appointment of auditor of Westpac Banking Corporation
4 Grant of Equity to the Incoming Managing Director and Chief Executive Officer
5b To re-elect Margaret Seale as a Director
3 Remuneration Report
5a To re-elect Nerida Caesar as a Director
5c To elect Andy Maguire as a Director
Board
Recommendation
To cast your own votes
directly, please complete
Sections A, C and D.
To appoint a proxy and direct them how to vote on your behalf, please compete Sections B, C and D OR to appoint the Chairman of
the AGM to act as your proxy and vote on all resolutions, please mark the box in Section B and complete Sections C and D.
6a Amendment to the Constitution
6b Transition Plan Assessments
RESOLUTIONS REQUISITIONED BY SHAREHOLDERS
Note: Item 6b will only be put to the AGM if the condition described in the Notice of Meeting is satisfied.
Westpac Banking Corporation
ABN 33 007 457 141
Your Shareholder Reference Number is
To update your details go online to
https://investorcentre.linkgroup.com/
Westpac Banking Corporation
C/- Link Market Services Limited
Locked Bag A6015, Sydney South NSW 1235 Australia
T Australia: 1800 804 255
T Overseas: +61 1800 804 255
E vote@linkmarketservices.com.au
W vote.linkmarketservices.com/WBC
X99999999999
NAME SURNAME
ADDRESS LINE 1
ADDRESS LINE 2
ADDRESS LINE 3
ADDRESS LINE 4
ADDRESS LINE 5
ADDRESS LINE 6
*X99999999999*
SAMPLE

!
YOUR VOTE IS IMPORTANT
This Voting/Proxy Form (and any power of attorney or other authority under which it is signed) must be received at an address given below by
10:00am (Sydney time) on Wednesday, 11 December 2024, being no later than 48 hours before the commencement of Westpac’s AGM.
Any Voting/Proxy Form received after this deadline will be ineffective.
HOW TO COMPLETE AND LODGE THIS VOTING/PROXY FORM
IF ATTENDING THE AGM IN PERSON, PLEASE BRING THIS FORM WITH YOU TO ASSIST WITH REGISTRATION.
1. SECTION A - DIRECT VOTING
If you mark Box A, you are indicating that you wish to vote directly. Please
only mark either ‘For’ or ‘Against’ for each Item. If you mark the ‘Abstain’
box, your vote will not be counted for that Item.
Directions given in Section C will only be valid for Items marked and no vote
will be counted for Items left blank. If no directions are given on all Items, or
if you complete both Box A and Box B, your vote will be passed to the Chairman
of the AGM as your proxy and any direct votes will not be counted.
If neither Box A nor Box B is selected, you will be taken to have appointed
the person named in the form as proxy and if no person is named, the
Chairman of the AGM as your proxy. Any direct votes will not be counted.
Your direct vote will be cast for all of your shares unless you indicate only
a portion of your shares are to be voted on any Item by inserting the
percentage or number of shares beside the relevant Item of business.
If you lodge a direct vote and then participate in the AGM, your participation
will not cancel your direct vote unless you instruct Westpac or Link otherwise.
Further guidelines about direct voting are in Westpac’s Direct Voting Rules,
available on Westpac’s website westpac.com.au/AGM.
2. SECTION B - APPOINTING A PROXY
If you wish to appoint the Chairman of the AGM as your proxy, mark the
box in Section B. If you wish to appoint someone else as your proxy, please
write the name and email of the person, or body corporate. A proxy does
not need to be a shareholder of Westpac.
Default to Chairman of the AGM: If you leave the box in Section B blank,
or your named proxy does not attend and participate in the AGM, the
Chairman of the AGM will be your proxy. If you direct your proxy how to
vote and your named proxy does not attend the AGM or does not vote on a
poll on a resolution in accordance with your directions, the Chairman of the
AGM will become your proxy for that resolution.
On a poll, the Chairman of the AGM will vote proxies as directed or if no directions
are given, in accordance with the voting intentions set out on page 1.
Votes on Items of Business – Proxy Appointment: You may direct your
proxy how to vote by marking one of the boxes opposite each Item of
business. All your shares will be voted in accordance with such a direction
unless you indicate only a portion are to be voted on any Item by inserting
the percentage or number of shares you wish to vote beside the relevant
Item. If you do not mark any of the boxes on the Items of business, your
proxy may vote as they choose, subject to any voting exclusions. If you
mark more than one box on an Item, your vote on that Item will be invalid.
Proxy voting by Key Management Personnel (KMP): If you wish to appoint
a Director (other than the Chairman of the AGM) or other member of
Westpac’s KMP, or their closely related parties, as your proxy, you must
specify how they should vote on Items 3 and 4 by marking the appropriate
box in Section C on the previous page. If you do not, your proxy will not be
able to exercise your vote for these Items.
If the Chairman of the AGM is or becomes your proxy but you do not direct
them how to vote on an Item (i.e. you do not complete any of the boxes
‘For’, ‘Against’ or ‘Abstain’ for that Item), by submitting this form you will
be expressly authorising the Chairman of the AGM to vote as the Chairman
of the AGM sees fit on that Item.
Appointment of a Second Proxy: Shareholders can appoint up to two proxies
to participate in the AGM and vote. To appoint a second proxy, an additional
Voting/Proxy Form may be obtained from Link, or by copying this form.
To appoint a second proxy you must:
(a) on each Voting/Proxy Form state the percentage of your voting rights or
number of shares applicable to that form. If the forms do not specify the
percentage or number of votes that each proxy may exercise, each proxy
may exercise half your votes. Fractions of votes will be disregarded; and
(b) return both forms together.
3. SECTION D - SIGNING INSTRUCTIONS
You must sign this form as follows in the spaces provided:
Individual: where the holding is in one name, the holder must sign.
Joint Holding: where the holding is in more than one name, any shareholder
may sign.
Power of attorney: To be effective, a hard copy of the power of attorney,
certified as an original true copy by statutory declaration, must be received
by Link by 10:00am (Sydney time) on Wednesday, 11 December 2024 at
the postal address above.
Companies: Where the company has a sole director who is also the sole
company secretary, this form must be signed by that person. If the company
(pursuant to section 204A of the Corporations Act 2001 (Cth)) does not have
a company secretary, a sole director can also sign alone. Otherwise this form
must be signed by a director jointly with either another director or a company
secretary. Please indicate the office held by signing in the appropriate place.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to participate in the AGM the appropriate
‘Certificate of Appointment of Corporate Representative’ must be received by
Link by 10:00am (Sydney time) on Friday, 13 December 2024. A form of the
certificate may be obtained from Link or online at linkmarketservices.com.au.
LODGEMENT OF VOTING/PROXY FORM
Voting/Proxy Forms may be lodged using one of the following methods:

BY EMAIL
Scan and email to:
vote@linkmarketservices.com.au

ONLINE
vote.linkmarketservices.com/WBC
Log in to Link Market Services Limited’s (Link) website using your holding details.
Select ‘Voting’ and follow the prompts to lodge your vote. You will need your
Securityholder Reference Number (SRN) or Holder Identification Number (HIN) and the
postcode for your shareholding.

BY POST
Westpac Banking Corporation
C/- Link Market Services Limited
Locked Bag A6015
Sydney South NSW 1235
Australia
BY MOBILE
Lodge your vote by scanning the QR code adjacent with the
appropriate device. You will need your SRN or HIN and the
postcode for your shareholding.
To scan the code you may need a QR code reader which can
be downloaded for free on your device.
QR Code
IMPORTANT INFORMATION
Link Group is now known as MUFG Pension & Market Services. Over the coming
months, Link Market Services will progressively rebrand to its new name MUFG
Corporate Markets, a division of MUFG Pension & Market Services.
SAMPLE

WBC PRX2402N
*WBC PRX2402N*
As a shareholder of Westpac Banking Corporation (Westpac), entitled to participate and vote at Westpac’s 2024 Annual General Meeting (AGM) to be held at 10:00am
(Sydney time) on Friday, 13 December 2024, in the Grand Ballroom at the Hyatt Regency Sydney, 161 Sussex Street, Sydney, New South Wales, 2000 and online
at westpac.com.au/AGM, and at any adjournment or postponement of the meeting, I/we hereby:
VOTING/PROXY FORM
This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously lodged
with Westpac’s share registry or a certified copy must be attached to this form. If executed by a company, the form must be executed in accordance with the company’s constitution and the
Companies Act 1993 (NZ).
SIGNATURE OF SHAREHOLDER(S) – THIS MUST BE COMPLETED
Joint Shareholder 2 (Individual)
Director/ Company Secretary (Delete one)
Joint Shareholder 3 (Individual)
Director
Shareholder 1 (Individual)
Sole Director and Sole Company Secretary
* If you mark the ‘Abstain’ box for a particular Item, you are directing your proxy not to vote on your behalf and your votes will not be counted in computing the required majority on a poll.

appoint the Chairman of the AGM (mark box
T
)
elect to lodge my vote
directly (mark box
T
)
VOTE DIREC TLY
OR
APPOINT A PROXY
If voting directly, only
mark either ‘For’ or
‘Against’ for each Item.
If you mark the ‘Abstain’
box, your vote for that
Item will not be counted.
BA
C
D
If no name is provided, or failing the person/ body corporate named, the Chairman of the AGM will act as your proxy. In each case, your proxy
will act generally and vote in accordance with the following directions (or if no directions have been given, and to the extent permitted by law,
as the proxy sees fit), on your behalf at the AGM and at any adjournment or postponement of the AGM.
Exercise of proxies by the Chairman of the AGM for Item 3 Remuneration Report and Item 4 Grant of Equity to the Incoming Managing
Director and Chief Executive Officer. If the Chairman of the AGM is your proxy (or becomes your proxy by default), by submitting this form you
expressly authorise the Chairman of the AGM to vote on Items 3 and 4, even though Items 3 and 4 are connected directly or indirectly with the
remuneration of a member of the key management personnel of Westpac.
(Note: You may direct the Chairman of the AGM on how to vote on Items 3 and 4, by marking the appropriate boxes below.)
The AGM will be held as a hybrid meeting. You can attend in person or via the AGM Online Platform at westpac.com.au/AGM. Please refer to details in the Notice of Meeting and the Online AGM
Guide. You can view and download these at westpac.com.au/AGM.
The Chairman of the AGM intends to vote all available proxies in FAVOUR of Items 2, 3, 4, 5a, 5b and 5c, and AGAINST Items 6a and 6b.
OR - if you are NOT appointing the Chairman of the AGM as
your proxy, please write the name and email of the person or
body corporate you are appointing as your proxy. Please
note: leave this box blank if you have appointed the Chairman
of the AGM as your proxy. Do not insert your own name(s).
Name
Email
Please read the voting instructions overleaf before marking any boxes with an T
VOTING/PROXY DIRECTIONS
Items of Business
For
AgainstAbstain*
Board
Recommendation
To cast your own votes
directly, please complete
Sections A, C and D.
To appoint a proxy and direct them how to vote on your behalf, please compete Sections B, C and D OR to appoint the Chairman of
the AGM to act as your proxy and vote on all resolutions, please mark the box in Section B and complete Sections C and D.
Westpac Banking Corporation
ABN 33 007 457 141
AGAINST
AGAINST
FOR
FOR
FOR
FOR
FOR
FOR
2 Appointment of auditor of Westpac Banking Corporation
4 Grant of Equity to the Incoming Managing Director and Chief Executive Officer
5b To re-elect Margaret Seale as a Director
3 Remuneration Report
5a To re-elect Nerida Caesar as a Director
5c To elect Andy Maguire as a Director
6a Amendment to the Constitution
6b Transition Plan Assessments
RESOLUTIONS REQUISITIONED BY SHAREHOLDERS
Note: Item 6b will only be put to the AGM if the condition described in the Notice of Meeting is satisfied.
Your Common Shareholder Number is
To update your details go online to
https://investorcentre.linkgroup.nz/
Westpac Banking Corporation
C/- Link Market Services Limited
PO Box 91976, Victoria Street West, Auckland 1142
T New Zealand: 0800 002 727
T Overseas: +64 800 002 727
E vote@linkmarketservices.com.au
W vote.linkmarketservices.com/WBC
X99999999999
NAME SURNAME
ADDRESS LINE 1
ADDRESS LINE 2
ADDRESS LINE 3
ADDRESS LINE 4
ADDRESS LINE 5
ADDRESS LINE 6
*X99999999999*
SAMPLE

!
YOUR VOTE IS IMPORTANT
This Voting/Proxy Form (and any power of attorney or other authority under which it is signed) must be received at an address given below by
10:00am (Sydney time) on Wednesday, 11 December 2024, being no later than 48 hours before the commencement of Westpac’s AGM.
Any Voting/Proxy Form received after this deadline will be ineffective.
HOW TO COMPLETE AND LODGE THIS VOTING/PROXY FORM
IF ATTENDING THE AGM IN PERSON, PLEASE BRING THIS FORM WITH YOU TO ASSIST WITH REGISTRATION.
1. SECTION A - DIRECT VOTING
If you mark Box A, you are indicating that you wish to vote directly. Please
only mark either ‘For’ or ‘Against’ for each Item. If you mark the ‘Abstain’
box, your vote will not be counted for that Item.
Directions given in Section C will only be valid for Items marked and no vote
will be counted for Items left blank. If no directions are given on all Items, or
if you complete both Box A and Box B, your vote will be passed to the Chairman
of the AGM as your proxy and any direct votes will not be counted.
If neither Box A nor Box B is selected, you will be taken to have appointed
the person named in the form as proxy and if no person is named, the
Chairman of the AGM as your proxy. Any direct votes will not be counted.
Your direct vote will be cast for all of your shares unless you indicate only
a portion of your shares are to be voted on any Item by inserting the
percentage or number of shares beside the relevant Item of business.
If you lodge a direct vote and then participate in the AGM, your participation
will not cancel your direct vote unless you instruct Westpac or Link otherwise.
Further guidelines about direct voting are in Westpac’s Direct Voting Rules,
available on Westpac’s website westpac.com.au/AGM.
2. SECTION B - APPOINTING A PROXY
If you wish to appoint the Chairman of the AGM as your proxy, mark the
box in Section B. If you wish to appoint someone else as your proxy, please
write the name and email of the person, or body corporate. A proxy does
not need to be a shareholder of Westpac.
Default to Chairman of the AGM: If you leave the box in Section B blank,
or your named proxy does not attend and participate in the AGM, the
Chairman of the AGM will be your proxy. If you direct your proxy how to
vote and your named proxy does not attend the AGM or does not vote on a
poll on a resolution in accordance with your directions, the Chairman of the
AGM will become your proxy for that resolution.
On a poll, the Chairman of the AGM will vote proxies as directed or if no directions
are given, in accordance with the voting intentions set out on page 1.
Votes on Items of Business – Proxy Appointment: You may direct your
proxy how to vote by marking one of the boxes opposite each Item of
business. All your shares will be voted in accordance with such a direction
unless you indicate only a portion are to be voted on any Item by inserting
the percentage or number of shares you wish to vote beside the relevant
Item. If you do not mark any of the boxes on the Items of business, your
proxy may vote as they choose, subject to any voting exclusions. If you
mark more than one box on an Item, your vote on that Item will be invalid.
Proxy voting by Key Management Personnel (KMP): If you wish to appoint
a Director (other than the Chairman of the AGM) or other member of
Westpac’s KMP, or their closely related parties, as your proxy, you must
specify how they should vote on Items 3 and 4 by marking the appropriate
box in Section C on the previous page. If you do not, your proxy will not be
able to exercise your vote for these Items.
If the Chairman of the AGM is or becomes your proxy but you do not direct
them how to vote on an Item (i.e. you do not complete any of the boxes
‘For’, ‘Against’ or ‘Abstain’ for that Item), by submitting this form you will
be expressly authorising the Chairman of the AGM to vote as the Chairman
of the AGM sees fit on that Item.
Appointment of a Second Proxy: Shareholders can appoint up to two proxies
to participate in the AGM and vote. To appoint a second proxy, an additional
Voting/Proxy Form may be obtained from Link, or by copying this form.
To appoint a second proxy you must:
(a) on each Voting/Proxy Form state the percentage of your voting rights or
number of shares applicable to that form. If the forms do not specify the
percentage or number of votes that each proxy may exercise, each proxy
may exercise half your votes. Fractions of votes will be disregarded; and
(b) return both forms together.
3. SECTION D - SIGNING INSTRUCTIONS
You must sign this form as follows in the spaces provided:
Individual: where the holding is in one name, the holder must sign.
Joint Holding: where the holding is in more than one name, any shareholder
may sign.
Power of attorney: To be effective, a hard copy of the power of attorney,
certified as an original true copy by statutory declaration, must be received
by Link by 10:00am (Sydney time) on Wednesday, 11 December 2024 at
the postal address above.
Companies: Where the company has a sole director who is also the sole
company secretary, this form must be signed by that person. If the company
(pursuant to the Companies Act 1993 (NZ)) does not have a company secretary,
a sole director can also sign alone. Otherwise this form must be signed by a
director jointly with either another director or a company secretary. Please
indicate the office held by signing in the appropriate place.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to participate in the AGM the appropriate
‘Certificate of Appointment of Corporate Representative’ must be received by
Link by 10:00am (Sydney time) on Friday, 13 December 2024. A form of the
certificate may be obtained from Link or online at linkmarketservices.com.au.
LODGEMENT OF VOTING/PROXY FORM
Voting/Proxy Forms may be lodged using one of the following methods:

BY EMAIL
Scan and email to:
vote@linkmarketservices.com.au

ONLINE
vote.linkmarketservices.com/WBC
Log in to Link Market Services Limited’s (Link) website using your holding details.
Select ‘Voting’ and follow the prompts to lodge your vote. You will need your Common
Shareholder Number (CSN) or Holder Number and your Faster Identification Number
(FIN) for your shareholding.

BY POST
Westpac Banking Corporation
C/- Link Market Services Limited
PO Box 91976
Victoria Street West
Auckland 1142
BY MOBILE
Lodge your vote by scanning the QR code adjacent with the
appropriate device. You will need your CSN or Holder Number,
and your FIN for your shareholding.
To scan the code you may need a QR code reader which can
be downloaded for free on your device.
QR Code
IMPORTANT INFORMATION
Link Group is now known as MUFG Pension & Market Services. Over the coming
months, Link Market Services will progressively rebrand to its new name MUFG
Corporate Markets, a division of MUFG Pension & Market Services.
SAMPLE

The AGM is an opportunity for shareholder engagement.
Shareholders may ask a question in relation to an Item of business or
the management of Westpac in advance of the AGM. Details of the
AGM are in the Notice of Meeting, available at westpac.com.au/AGM.
Questions relevant to the content of the Auditor’s Report or the
conduct of the audit of the Financial Reports may be submitted to the
Auditor by marking the appropriate box below.
Given the likely number of questions, individual responses will not be
provided. Westpac will seek to address the most frequently raised
shareholder matters during the meeting.
The easiest way to submit a question is online at
vote.linkmarketservices.com/WBC. You can also return this form
via one of the methods mentioned at the top of this page. All
questions must be received by 5:00pm (Sydney time) on Friday,
6 December 2024.
The AGM will be held as a hybrid meeting. You can attend in person or
online by logging in via westpac.com.au/AGM. Please refer to details
in the Notice of Meeting and the Online AGM Guide. You can view and
download these documents at westpac.com.au/AGM.
The AGM will be webcast live via westpac.com.au/AGM. A replay of
the webcast will also be available on Westpac’s website soon after
the AGM.
The AGM is a forum to discuss the performance and management of
Westpac, and the items of business set out in the Notice of Meeting. If
you have a question about your individual circumstances or banking,
please speak with your local branch or contact telephone banking
(132 032 for Westpac customers or 13 33 30 for St.George customers).
In the event we need to contact you about your question, you may
include your email address and/or contact number in the space below.
Providing your email address will not change your Westpac
shareholder communication preferences.
QUESTIONS
My question relates to (please mark the most appropriate box)
Westpac’s future direction or strategyA resolution being put to the AGMQuestion for Westpac’s Auditor, PwC
Westpac’s Financial ReportsWestpac’s performanceWestpac’s approach to sustainability
Westpac’s Remuneration ReportA general banking matter or suggestionOther
QUESTIONS FROM SHAREHOLDERS – WESTPAC 2024 ANNUAL GENERAL MEETING (AGM)
*X99999999999*
X99999999999
LODGE A QUESTION
ONLINE
vote.linkmarketservices.com/WBC

BY EMAIL
Scan and email to: vote@linkmarketservices.com.au

BY POST
Westpac Banking Corporation
C/- Link Market Services Limited
Locked Bag A6015
Sydney South NSW 1235 Australia

ENQUIRIES
Telephone: +61 1800 804 255 (free call within Australia)

Westpac Banking Corporation
ABN 33 007 457 141
SAMPLE

The AGM is an opportunity for shareholder engagement.
Shareholders may ask a question in relation to an Item of business or
the management of Westpac in advance of the AGM. Details of the
AGM are in the Notice of Meeting, available at westpac.com.au/AGM.
Questions relevant to the content of the Auditor’s Report or the
conduct of the audit of the Financial Reports may be submitted to the
Auditor by marking the appropriate box below.
Given the likely number of questions, individual responses will not be
provided. Westpac will seek to address the most frequently raised
shareholder matters during the meeting.
The easiest way to submit a question is online at
vote.linkmarketservices.com/WBC. You can also return this form
via one of the methods mentioned at the top of this page. All
questions must be received by 5:00pm (Sydney time) on Friday,
6 December 2024.
The AGM will be held as a hybrid meeting. You can attend in person or
online by logging in via westpac.com.au/AGM. Please refer to details
in the Notice of Meeting and the Online AGM Guide. You can view and
download these documents at westpac.com.au/AGM.
The AGM will be webcast live via westpac.com.au/AGM. A replay of
the webcast will also be available on Westpac’s website soon after
the AGM.
The AGM is a forum to discuss the performance and management of
Westpac, and the items of business set out in the Notice of Meeting. If
you have a question about your individual circumstances or banking,
please speak with your local branch or contact telephone banking
(+64 800 400 600 or from overseas +64 9 912 8000).
In the event we need to contact you about your question, you may
include your email address and/or contact number in the space below.
Providing your email address will not change your Westpac
shareholder communication preferences.
QUESTIONS
My question relates to (please mark the most appropriate box)
Westpac’s future direction or strategyA resolution being put to the AGMQuestion for Westpac’s Auditor, PwC
Westpac’s Financial ReportsWestpac’s performanceWestpac’s approach to sustainability
Westpac’s Remuneration ReportA general banking matter or suggestionOther
QUESTIONS FROM SHAREHOLDERS – WESTPAC 2024 ANNUAL GENERAL MEETING (AGM)
*X99999999999*
X99999999999
LODGE A QUESTION
ONLINE
vote.linkmarketservices.com/WBC

BY EMAIL
Scan and email to: vote@linkmarketservices.com.au

BY POST
Westpac Banking Corporation
C/- Link Market Services Limited
PO Box 91976
Victoria Street West
Auckland 1142

ENQUIRIES
Telephone: +64 800 002 727 (free call within New Zealand)

Westpac Banking Corporation
ABN 33 007 457 141
SAMPLE