Westpac 2025 AGM Notice of Meeting
ASX RELEASE
Westpac Banking Corporation
Level 18, 275 Kent Street
Sydney, NSW, 2000
3 November 2025
Westpac 2025 AGM Notice of Meeting
Westpac Banking Corporation (“Westpac”) today provides the attached:
1. Westpac 2025 AGM Notice of Meeting
2. Westpac 2025 AGM Voting/Proxy Forms
3. Westpac 2025 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.
NOTICE OF
MEETING
WESTPAC BANKING CORPORATION
ABN 33 007 457 141
2025 ANNUAL GENERAL MEETING
THURSDAY, 11 DECEMBER 2025 10:00AM (SYDNEY TIME)
WESTPAC
22025 NOTICE OF MEETING
Contents
MESSAGE FROM THE CHAIRMAN3
AGM DETAILS4
NOTICE OF 2025 ANNUAL GENERAL MEETING6
HOW TO VOTE8
EXPLANATORY NOTES9
ANNUAL GENERAL MEETING
Thursday, 11 December 2025
10:00am (Sydney time)
To be held at the Wesley Conference Centre, Sydney.
MESSAGE FROM
T
HE CHAIRMANAGM DETAILS
NOTICE OF
2025 ANNUAL
GENERAL MEETINGHOW TO VOTEEXPLANATORY NOTES
3
MESSAGE FROM
THE CHAIRMAN
Dear fellow shareholders,
On behalf of the Westpac Board,
I
am pleased to invite you to the
2025 Annual General Meeting
to be held in Sydney.
This year has been one of significant change and renewal
a
t Westpac, defined by new leadership and a refreshed
purpose: ‘Taking action now to create a better future’.
Our ambition to be our customers’ number one bank and
p
artner through life continues to shape our strategy.
With an updated brand and commitments, we’ve set a
bold agenda to grow and transform the bank.
We’re making steady progress on our priorities and
r
emain committed to creating lasting economic, social
and environmental value for the communities we serve.
I invite you to read my reflections on the year in the
Annual Report.
Items of Business
There are five items of business for shareholder
c
onsideration. These can be found from page 6 in this
Notice of Meeting and include the Financial Reports and
the Remuneration Report.
Shareholders will also have the opportunity to vote on the
g
ranting of equity to our Chief Executive Officer and the
re-election and election of Directors.
Two resolutions proposed by a group of shareholders
h
ave been submitted concerning our approach to
climate change.
In response to prior shareholder feedback, we’ve taken
a
ction this year to provide further clarity in our climate-
related policies.
This includes releasing updated lending requirements
f
or customers in carbon-intensive sectors and publishing
a new Climate Transition Plan, both of which aim to
enhance transparency around the actions we’ll take to
support our climate ambition.
We continue to support a planned and orderly transition
t
o net-zero that balances energy security, reliability
and affordability.
For further details on each resolution and the Board’s
r
ecommendations, please refer to the Explanatory Notes.
Board renewal
Our Board has evolved in recent years, enhancing its
c
ollective skills and experience. We welcomed several new
directors this year.
Debra Hazelton joined the Board in March 2025 and serves
on the Board Remuneration Committee. She has more
than 30 years of global financial services experience.
Debra is Chair of Export Finance Australia, Vice President
of the Australia-Japan Business Co-operation Committee
and a Non-executive Director of Persol Holdings and
Australia Post.
David Cohen joined the Board in April 2025 and serves on
the Board Risk Committee. He has more than two decades
of experience in financial services, including serving as
Deputy CEO of Commonwealth Bank of Australia and
holding senior roles at AMP and Allens Arthur Robinson.
David currently serves as Chair of TAL Life Limited.
Pip Greenwood joined the Board in August 2025. She is an
experienced Non-executive Director with financial services
experience. Pip previously served on the Board of Fisher &
Paykel Healthcare and currently chairs both
Westpac New Zealand Limited and The a2 Milk Company.
Additionally, Peter Nash has made a significant
contribution to Westpac during the past seven years and
will stand for re-election with the Board’s full support.
We encourage shareholders to attend our AGM this
year in person. Shareholders who are unable to attend
can view the live webcast and ask questions or make
comments online during the meeting. Shareholders are
invited to pre-submit written questions before the AGM
and I will endeavour to address the most commonly raised
matters during my address.
Online voting and teleconference access will not be
available during the meeting. Information on how to vote,
appoint a proxy and ask questions is included in this
Notice of Meeting.
Yours sincerely,
Steven Gregg
CHAIRMAN
42025 NOTICE OF MEETING
AGM DETAILS
Attending the meeting
Westpac shareholders (or their proxies, corporate
representatives and attorneys (Representatives)) are
invited to attend the 2025 Annual General Meeting (AGM
or meeting) in person or to view the AGM via live webcast.
The AGM will be held at 10:00am (Sydney time) on
Thursday, 11 December 2025 in the Wesley Theatre
at the Wesley Conference Centre Sydney, 220 Pitt
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 are
requested to register by 5:00pm (Sydney time) on
Tuesday, 9 December 2025, by emailing their details
to
westpacagm@cm.mpms.mufg.com. 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.
How to get there
The Wesley Conference Centre Sydney is located in
Sydney’s central business district. The main entrance
is directly accessible from street level at 220 Pitt
Street, Sydney.
Car
Paid car parking is available at Piccadilly Secure Parking
(137 Castlereagh Street, Sydney) or Secure Parking (Hilton
Hotel, 259 Pitt Street, Sydney). Accessible parking is
available at both locations.
If coming by car, taxi or Uber, drop-offs can be made near
the entrance of the Wesley Conference Centre Sydney at
220 Pitt Street, Sydney.
A taxi rank is located to the right of the Wesley
Conference Centre Sydney upon exit, on nearby
Market Street.
Public Transport
By train – Town Hall and St James stations are both
within approximately 10 minutes walk from the Wesley
Conference Centre, 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 metal detection prior to entry. Items larger than
30cm x 30cm will be required to be cloaked prior to entry.
Cloakroom facilities – Limited cloakroom facilities will be
available. We encourage attendees to limit the number of
items they bring on the day.
MESSAGE FROM
THE CHAIRMANAGM DETAILS
NOTICE OF
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GENERAL MEETINGHOW TO VOTEEXPLANATORY NOTES
5
Viewing the AGM online
Shareholders who are unable to attend the AGM
can watch a live webcast of the meeting by visiting
westpac.com.au/AGM. Online voting will not be available
during the meeting.
Registration for the AGM webcast will commence at
9:00am (Sydney time) on the day of the AGM.
A meeting transcript and webcast recording will also be
available on our website after the meeting.
Shareholder questions
On the day of the AGM
Shareholders or their Representatives may comment or
ask questions in person at the AGM.
Shareholders or their Representatives who are unable
to attend the AGM may submit written questions or
comments online during the meeting. 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 our share registry MUFG
Corporate Markets (MUFG) on +61 1800 804 255. For
proxies, a proxy code will be emailed to you by MUFG 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 Tuesday, 9 December 2025.
Once you have logged in to watch the webcast, to make a
comment or ask a question during the AGM, click the ‘Ask
a Question’ box. The ‘Ask a Question’ window will open.
Select the Item of Business your comment or question
relates to by clicking the drop down box in the ‘Regarding’
section, and type your comment or question into the
space provided.
Once you have typed your comment or question, click
‘Submit Question’. Please note this field is limited to
532 characters.
If you have multiple questions, please submit each
individually. Shareholders viewing the meeting online will
not be able to ask verbal questions.
Need help?
If you require assistance viewing the webcast or asking a
question online, please call MUFG on +61 1800 990 363.
Before the AGM
Shareholders may submit questions ahead of the meeting
online at vote.cm.mpms.mufg.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 Thursday, 4 December 2025.
Questions submitted prior to the AGM will not be read
or tabled at the meeting, but Westpac will seek to
respond to shareholders’ commonly raised 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.
Switch to paperless communications
Shareholders can choose to receive certain
communications, including the Notice of Meeting and
Annual Report, either electronically or in hard copy.
We encourage switching to paperless communications
to receive information securely, promptly and cost-
effectively, while supporting our commitment to
environmental sustainability.
To update your communication preferences, please
contact our share registry MUFG Corporate
Markets via the online Investor Centre, by
email westpac@cm.mpms.mufg.com or by calling 1800 804
255 (free call within Australia).
62025 NOTICE OF MEETING
NOTICE OF 2025
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
Thursday, 11 December 2025 at the
Wesley Conference Centre, 220 Pitt
Street, Sydney.
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 2025.
2. Re-election and election of Directors
(a)To re-elect Peter Nash as a Director.
(b)To elect David Cohen as a Director.
(c)To elect Pip Greenwood as a Director.
(d)To elect Debra Hazelton as a Director.
3. Remuneration Report
To adopt the Remuneration Report for the year ended
30 September 2025.
The vote on this resolution is advisory only and does not
bind the Company or its Directors.
4. Grant of Equity to the 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 2026 financial year to the Managing
Director and Chief Executive Officer, Anthony Miller, on
the terms summarised in the Explanatory Notes in the
Notice of Meeting.
5. Resolutions Requisitioned by Shareholders
(Not Supported by the Board)
Item 5(a) is a special resolution and Item 5(b) is subject
to and conditional on Item 5(a) being passed by the
required majority.
(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) Customer Transition Plan Approach and
Climate Commitments
Shareholders recognise the substantial transitional and
physical risks of climate change, the increasing regulatory
scrutiny on public corporate climate commitments,
and their potential financial impacts on our company.
Shareholders acknowledge Westpac’s:
1.long-standing commitment “to managing [its] business
in line with the Paris Agreement”;
1
2.commitment to “align [its] lending portfolio with net-
zero financed emissions by 2050, consistent with a
1.5°C pathway”;
2
and
3.Policy, effective from 30 September 2025, to make
new or renewed financing for fossil fuel customers
subject to a Customer Climate Transition Plan (CTP)
Evaluation under Westpac’s four-tier rating system,
and decline new or renewed finance to customers
rated “D”.
3
Shareholders are, however, concerned by the lack of
clarity in our company’s current disclosures regarding its
CTP approach and Paris alignment.
Shareholders request Westpac confirm that, within its
four-tier CTP rating system, ratings of “A”, “B”, or “C”
indicate the bank has determined a customer is on a
trajectory aligned with the climate goals of the Paris
Agreement and, therefore, Westpac’s provision of new or
renewed finance to such customers is consistent with the
bank’s climate commitments outlined in (1) and (2) above.
1
https://www.westpac.com.au/about-westpac/
sustainability/governance-and-accountability/our-
commitments-partnerships/
2
https://www.westpac.com.au/content/dam/public/wbc/
documents/pdf/aw/sustainability/Climate_Change_
Position_Statement_and_Action_Plan.pdf
3
https://www.westpac.com.au/content/dam/public/wbc/
documents/pdf/aw/sustainability/Climate_Change_
Position_Statement_and_Action_Plan.pdf, p. 8.
MESSAGE FROM
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HE CHAIRMANAGM DETAILS
NOTICE OF
2025 ANNUAL
GENERAL MEETINGHOW TO VOTEEXPLANATORY NOTES
7
Important
V
oting Information
Eligible shareholders
A person who is registered as the holder of Westpac
s
hares at 7:00pm (Sydney time) on Tuesday, 9 December
2025 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
i
nterest 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 2025
Remuneration Report.
The C
orporations 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:
ITEMRESOLUTION
3Remuneration Report
4Grant of Equity to the Managing Director
a
nd Chief Executive Officer
Westpac will disregard any votes cast on Item 3:
• by or on behalf of a KMP named in the Remuneration
R
eport for the financial year ended 30 September
2025 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
A
GM or their closely related parties.
The votes will not be disregarded if the vote is cast as
p
roxy for a person entitled to vote on Item 3:
• in accordance with a direction on the Voting/Proxy
F
orm to vote on the Item in that way; or
• by the Chairman of the AGM pursuant to an express
a
uthorisation 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
a
ssociates, 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
A
GM or their closely related parties.
The votes will not be disregarded if the vote is cast on
I
tem 4:
• as proxy or attorney for a person entitled to vote on
t
he 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
e
ntitled 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,
c
ustodial or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
– the beneficiary provides written confirmation to the
h
older 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
d
irections given by the beneficiary to the holder to
vote in that way.
The ‘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
3 November 2025
82025 NOTICE OF MEETING
HOW TO VOTE
Voting at the AGM
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.
You will not be able to vote online during the meeting.
Voting prior to the AGM
Voting or appointment of proxies can be completed prior
to the meeting in the following ways:
Online – at
vote.cm.mpms.mufg.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@cm.mpms.mufg.com.
By post – completed Voting/Proxy Forms may be
posted to Westpac Banking Corporation, c/- MUFG
Corporate Markets, 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 Tuesday, 9 December 2025. Any Voting/Proxy Form
received after this time will not be valid.
By voting 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. If you vote before the meeting and then
attend the AGM, your attendance will not cancel your vote
unless you instruct Westpac or MUFG otherwise.
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.
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(a), 2(b), 2(c), 2(d), 3 and 4 and against items 5(a)
and 5(b).
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, 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.cm.mpms.mufg.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
MUFG at the postal address or email address set out
on this page, unless it has previously been provided
to MUFG. A Certificate of Appointment of Corporate
Representative form may be obtained from MUFG or
online at www.mpms.mufg.com and must be received
by MUFG by 10:00am (Sydney time) on Thursday,
11 December 2025.
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 MUFG by 10:00am (Sydney
time) on Tuesday, 9 December 2025 at the postal address
provided on this page.
MESSAGE FROM
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NOTICE OF
2025 ANNUAL
GENERAL MEETINGHOW TO VOTEEXPLANATORY NOTES
9
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 2025. 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 auditor, KPMG, 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
2025 Annual Report and available at
westpac.com.au/investorcentre.
Item 2
Re-election and election
of Directors
Mr Peter Nash is retiring by rotation at this meeting
in accordance with the Constitution and is offering
himself for re-election.
Mr David Cohen, Ms Pip Greenwood and Ms Debra
Hazelton joined the Board on 1 April 2025, 1 August
2025 and 4 March 2025 respectively, and are offering
themselves 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 2025 Annual
Report and the 2025 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, 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) PETER NASH
BCom, FCA, F Fin
Independent Non-executive Director since March 2018.
Mr Nash was formerly a Senior Partner with KPMG
until September 2017, having been admitted to the
Australian partnership in 1993. He served as the National
Chairman of KPMG Australia and served on KPMG’s
Global and Regional Boards. His previous positions
with KPMG included Regional Head of Audit for Asia
Pacific, National Managing Partner for Audit in Australia
and head of KPMG Financial Services. Mr Nash has
worked in geographically diverse and complex operating
environments providing advice on a range of topics
including business strategy, risk management, internal
controls, business processes and regulatory change. He
has also provided financial and commercial advice to many
State and Federal Government businesses.
Mr Nash is currently a Director of Mirvac Group and the
General Sir John Monash Foundation. He was previously
Chairman of Johns Lyng Group Limited, a Director of ASX
Limited and a former member of the Business Council of
Australia and its Economic and Regulatory Committee.
Mr Nash is Chairman of the Board Audit Committee and
a member of the Board Risk and Board Nominations &
Governance Committees.
The Board considers Mr Nash to be an
independent director.
The Board, other than Mr Nash, recommends that
shareholders vote in favour of the re-election of Mr
Nash to the Board.
The Chairman of the AGM intends to vote all
available proxies in favour of this Item.
102025 NOTICE OF MEETING
EXPLANATORY NOTES
(b) DAVID COHEN
BA, LLB, FAPI
Independent Non-executive Director since April 2025.
Mr Cohen has over 21 years’ experience in financial
services and was Deputy Chief Executive Officer of
Commonwealth Bank of Australia (CBA) from November
2018 to December 2023. As Deputy CEO, Mr Cohen
oversaw business divestments, facilitated mergers
and acquisitions, and improved handling of customer
complaints. Prior to this role, Mr Cohen was Group
General Counsel, Group Executive Human Resources,
Group Executive Corporate Affairs and Chief Risk Officer
at CBA. During his 16 years at CBA, he also led the bank
through the Hayne Royal Commission into the financial
services sector.
Mr Cohen’s roles prior to joining CBA include General
Counsel at AMP and a Partner at Allens Arthur Robinson.
Mr Cohen is Chairman of TAL Life Limited, a director of
TAL Life Insurance Services Limited and a Panel Member
of Adara Partners (Australia) Pty Ltd. He was previously a
director of ASB Bank Limited (NZX).
Mr Cohen is a member of the Board Risk Committee.
Westpac has satisfactorily undertaken checks into Mr
Cohen’s background and experience, including as required
under the Financial Accountability Regime and Prudential
Standard CPS 520 Fit and Proper.
The Board considers Mr Cohen to be an
independent director.
The Board, other than Mr Cohen, recommends that
shareholders vote in favour of the election of Mr
Cohen to the Board.
The Chairman of the AGM intends to vote all
available proxies in favour of this Item.
(c) PIP GREENWOOD
LLB
Independent Non-executive Director since
August 2025.
Ms Greenwood has more than 25 years’ experience
in financial services, capital markets, mergers and
acquisitions, and governance, and was one of New
Zealand’s leading commercial lawyers and a partner at
Russell McVeagh, where she advised on many high-profile
New Zealand corporate transactions.
Ms Greenwood previously served as Board Chair and
interim CEO of Russell McVeagh and was a member of the
New Zealand Takeovers Panel from 2007 to 2011.
Ms Greenwood is the current Chair of Westpac New
Zealand Limited and Chair of The a2 Milk Company
Limited. She was previously a director of Fisher & Paykel
Healthcare Corporation Limited, Spark New Zealand
Limited and Vulcan Steel Limited.
Westpac has satisfactorily undertaken checks into Ms
Greenwood’s background and experience, including as
required under the Financial Accountability Regime and
Prudential Standard CPS 520 Fit and Proper.
The Board considers Ms Greenwood to be an
independent director.
The Board, other than Ms Greenwood, recommends
that shareholders vote in favour of the election of Ms
Greenwood 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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NOTICE OF
2025 ANNUAL
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(d) DEBRA HAZELTON
BA (Hons), MCom, GAICD
Independent Non-executive Director since March 2025.
Ms Hazelton has over 30 years’ experience in global
financial services, with a particular focus on Australia
and Japan. Her executive experience includes national
CEO roles in Japan (CBA) and Australia (Mizuho Bank)
as well as treasury, corporate/project finance and human
resources/organisational culture.
Ms Hazelton is an experienced Chair and Non-executive
Director currently serving as Chair of Export Finance
Australia, Vice President of the Australia-Japan Business
Co-operation Committee and a Director of the boards
of Persol Holdings Co. Ltd (Tokyo Stock Exchange) and
Australia Post. Ms Hazelton was previously the Chair of
AMP Ltd and AMP Bank.
Ms Hazelton holds graduate and postgraduate degrees
in Economics and Finance as well as Philosophy and
Japanese and studied at University of Sydney, UNSW
and Keio University (Tokyo), and was recently awarded
the Japanese Minister of Foreign Affairs Commendation
for 2024.
Ms Hazelton is a member of the Board
Remuneration Committee.
Westpac has satisfactorily undertaken checks into Ms
Hazelton’s background and experience, including as
required under the Financial Accountability Regime and
Prudential Standard CPS 520 Fit and Proper.
The Board considers Ms Hazelton to be an
independent director.
The Board, other than Ms Hazelton, recommends that
shareholders vote in favour of the election of Ms
Hazelton to the Board.
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 2025.
The Remuneration Report is included within
Westpac’s 2025 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.
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Item 4
Grant of Equity to the Managing Director and Chief
Executive Officer
Shareholders are asked to vote on the grant of equity as Long Term Variable Reward (LTVR) to the
Managing Director and Chief Executive Officer, Mr Anthony Miller, that will form part of his 2026 financial
year remuneration.
To align the 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 2026 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 the STVR and LTVR components, are
in the Remuneration Report in Westpac’s 2025 Annual Report, which is available at westpac.com.au/investorcentre.
Information on Mr Miller’s 2026 remuneration will be outlined in the 2026 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. Mr Miller is a Director of Westpac.
The terms of the CEO’s 2026 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 CEO as a matter of
good governance.
This resolution is not seeking approval for the total remuneration of the CEO, rather it relates to the issue of securities
to the CEO as 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 cap on termination
benefits that may be provided to Mr Miller without further shareholder approval 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.
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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 2026 LTVR award comprising a maximum grant
of 45,691 restricted rights and 45,692 performance rights, with a total face value of $3,500,000.
Subject to meeting the performance conditions and other vesting criteria described below, Mr Miller will
generally receive one fully paid ordinary share for each restricted right or performance right that vests.
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 2026 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 2025, which was $38.30.
The Board has discretion to amend certain terms of Mr Miller’s LTVR award. If the Company undertakes
a capital event, a performance hurdle or vesting condition is determined to no longer be appropriate or
applicable, or other material circumstances arise (including extraneous economic circumstances) which
necessitate changes to the performance measures or criteria to be applied to Mr Miller’s LTVR award,
the Board may determine to: adjust the number of underlying shares allocated on vesting of the rights;
or may waive, amend or replace any performance measure or criteria that apply to Mr Miller’s LTVR. Any
such Board determination would be explained in the Company’s next Annual Report issued following
the determination.
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.
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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 assessments are focused on maintaining or improving Group risk culture. The assessments 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.
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 2026 LTVR restricted rights was completed and the Board determined
that the award be granted in full.
The restricted rights remain subject to the pre-vest assessment after the four year performance period
ending 30 September 2029. The restricted rights also remain subject to remuneration adjustments
during and after this period.
Performance rights
The 2026 LTVR performance rights are subject to an assessment of relative total shareholder return
(TSR) 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.
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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%
Banking comparator group
The banking comparator group of companies comprises of ANZ Group Holdings 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 2025.
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, Macquarie Group Limited, National Australia Bank Limited, Pro Medicus Limited, QBE
Insurance Group Limited, REA Group Ltd, ResMed Inc, Sigma Healthcare 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 or unexercised 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.
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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
2026 LTVR award is conditional on meeting the minimum shareholding requirement (except for the purposes of meeting
tax obligations).
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 of employment.
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4. Further Information
(a)Since his appointment as Managing Director and Chief Executive Officer, Mr Miller has been issued with LTVR awards
as follows:
LTVR GRANTGRANT DATE
PERFORMANCE
TEST DATE
NO. OF
RIGHTS
NOTIONAL
ISSUE PRICE
OVERALL PERFORMANCE
RIGHTS OUTCOME
2025
restricted rights
January
2025
1 October 202842,991$32.23To be confirmed post-
vesting dates
2025
performance rights
January
2025
1 October 202842,992$32.23
No amount was or is payable at grant or on vesting or exercise by Mr Miller for the above rights.
(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)There are no other Directors and no other associates of Directors who are presently entitled to participate in the
2026 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 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 2026 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.
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EXPLANATORY NOTES
Item 5
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 1 to this Notice of Meeting be provided
to shareholders.
The first resolution, Item 5(a) proposes an amendment to
Westpac’s Constitution, while the second (which depends
on Item 5(a) being approved) requests further disclosure
on Westpac’s Customer Transition Plan Approach and
Climate Commitments.
Item 5(a)
Requisitioned resolution to amend
Westpac’s Constitution
The resolution in Item 5(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 by
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 to meet
its legal obligation to act in the best interests of the
Company and all shareholders.
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 shareholders and special
interest groups to seek their views.
The Board does not believe that the constitutional
amendment proposed in Item 5(a) will improve the ability
for shareholders as a whole to provide feedback on
how Westpac is managed. The proposed amendment,
if approved, would also make Westpac’s Constitution
inconsistent with the constitutions of other ASX listed
companies. 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 5(a).
The Chairman of the AGM intends to vote all
available proxies against this Item.
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Item 5(b)
Requisitioned resolution on
Customer Transition Plan Approach
and Climate Commitments
Item 5(b) is an ‘advisory resolution’ and may be properly
considered at the AGM only if Item 5(a) is passed by a
special resolution. This means if Item 5(a) is not passed,
Item 5(b) will not be put to a vote at the AGM.
The Board’s response
This shareholder requisitioned resolution, Item 5(b),
requests further disclosure on Westpac’s Customer
Transition Plan Approach and Climate Commitments.
Westpac provides significant public disclosure on climate-
related matters, including our new Climate Transition Plan
(CTP) (which supersedes our 2023-2025 Climate Change
Position Statement and Action Plan), 2025 Sustainability
Report and Sustainability Customer Requirements, all
available on our website.
Climate change presents significant challenges and
opportunities, and is already impacting our business,
customers and the communities in which we operate.
We seek to play our part in addressing these impacts
through our climate strategy, commitments and progress.
We aspire to transition our lending portfolio to support
the goals of the Paris Agreement
1
. As set out in the
CTP, we are engaging with customers across segments
of our lending portfolio to understand their approach
to decarbonisation and identify opportunities where
Westpac can provide support.
At the AGM last year, we listened to shareholder feedback
and undertook to provide more specificity in lending
policies for carbon-intensive sectors. We recognise the
need to set clear boundaries around what we expect from
customers, particularly those in carbon-intensive sectors,
and to communicate how these expectations inform our
lending decisions.
In May 2025, in response to shareholder feedback, we
updated our approach with the aim of giving greater
clarity and transparency on our requirements. This update
means that from 30 September 2025, new or renewed
corporate lending or bond facilitation for customers
in specific carbon-intensive sectors is subject to a
customer climate transition plan evaluation (Customer
CTP Evaluation) and these requirements apply to the oil
and gas, metallurgical coal mining and coal-fired power
generation sectors
2
.
In line with the Customer CTP Evaluation, we seek to
take a pragmatic approach to supporting customers with
their transition planning and where we identify gaps, we
aim to provide support to help them address those gaps.
However, if in-scope customers are unable to meet the
requirements, we will decline new or renewed financing
3
.
The Customer CTP Evaluation aims to set a thorough
process where we assess all in-scope customers across
four areas: emissions targets, strategy, capital allocation
and climate governance. We use a four-tier rating system
(A to D) that determines the action that will be taken as a
result of the Customer CTP Evaluation
4
. The ratings are:
•A: Accept and monitor CTP execution,
•B: Accept and proactively engage to encourage further
development of CTP content,
•C: Escalate to appropriate governance committee and
new or renewed finance may be declined,
•D: Decline new or renewed finance.
Provision of new or renewed corporate lending and bond
facilitation requires in-scope customers to have interim
Scope 1 & 2 decarbonisation target/s aligned to the well
below 2°C goal of the Paris Agreement on an absolute or
intensity basis. Target alignment is assessed by Westpac
utilising a third-party reviewed approach.
Ahead of any future request for new or renewed financing
from 30 September 2025, we conducted a preliminary
assessment of CTPs for existing in-scope customers
5
.
We have disclosed the outcomes of this preliminary
assessment in Westpac’s 2025 Sustainability Report,
including that 9% of those customers assessed would
currently be rated “D: Decline new or renewed finance”
against the new Customer CTP Evaluation criteria.
It is important to note that to respect privacy and
confidentiality, we do not discuss individual customers or
details of particular lending decisions.
In addition to the new Customer CTP Evaluations
that inform lending decisions, we are separately taking
steps to achieve our financed emissions sector targets,
including for power generation, upstream oil and gas,
and thermal coal mining
6
. The sector targets support
Westpac’s ambition to become a net zero, climate resilient
bank and aspiration to transition our lending portfolio
to support the goals of the Paris Agreement. More
information on progress can be found in Westpac’s 2025
Sustainability Report.
Given our significant disclosures and updated approach
to Customer CTP Evaluations in 2025, we believe that
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 5(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.
1.Article 2(a) of the Paris Agreement to the United Nations Framework Convention on Climate Change.
2.As defined in our Sustainability Customer Requirements available on our website.
3.Our Sustainability Customer Requirements set out an additional process that may apply where new or renewed finance would support
National or Energy Security.
4.See our Sustainability Customer Requirements available on our website for more detail.
5.See 2025 Sustainability Report available on our website for the outcomes of this preliminary assessment.
6.Financed emissions sector targets are set out in our Customer Transition Plan available on our website.
202025 NOTICE OF MEETING
APPENDIX 1
Appendix 1 - Supporting Statements provided by a group of shareholders
pursuant to section 249P of the Corporations Act
The shareholders who requisitioned the resolutions in Items 5(a) and 5(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, unless the context indicates otherwise. The statements are not
endorsed by the Board.
The Board recommends that shareholders vote against Item 5(a) and, if put to the meeting, against Item 5(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
In 2023 and 2024, 21.9% and 34.5% of Westpac
shareholders voted in favour of resolutions requesting
further disclosure on the bank's approach to fossil fuel
customers' climate transition plans (CTP).
4
Westpac’s May 2025 CTP policy update leaves
shareholders’ fundamental concerns unresolved, offering
more detail but far less clarity on whether CTP
assessments and financing decisions will align with the
bank’s climate commitments.
5
Just months before its CTP policy was due to come
into effect, Westpac entirely removed its science-based
definition of a 'credible transition plan' and replaced
it with an ambiguous framework that allows financing
of fossil fuel companies misaligned with the Paris
Agreement. Westpac has also continued to finance fossil
fuel expansion throughout 2025.
Westpac’s policy update, official statements and fossil
fuel financing activities cast serious doubt on the
credibility of the bank’s climate commitments, exposing
Westpac to heightened financial, legal, regulatory and
reputational risks. This resolution seeks to ensure
Westpac’s policies and actions are clearly aligned with its
stated climate commitments.
Reversing Paris-aligned expectations
From July 2022 until May 2025, Westpac’s CTP policy
outlined that upstream oil and gas customers would need
a ‘credible’, 1.5°C-aligned CTP covering scope 1, 2 and
3 emissions by 2025.
6
In 2022, now-CEO Anthony Miller
stated that Westpac would “continue to provide corporate
lending only to customers with credible transition plans in
place by 2025.”
7
During this time, shareholder resolutions sought further
disclosure addressing:
1.Whether all ‘fossil fuel companies’ [not only upstream
oil and gas] would be required to have such plans
in place by 2025 for Westpac to provide ‘new
financing'; and
2.How Westpac would assess such plans for alignment
with the bank’s definition of a credible transition plan.
8
Westpac’s updated policy does not sufficiently address
either point.
Update weakens scientific-alignment and accountability
Westpac has replaced the requirement for a credible
Paris-aligned CTP with an ambiguous A-B-C-D rating
system. Only customers assigned a rating of D are
guaranteed to be declined new finance. There is no detail
explaining if and how each of Westpac’s criteria will be
weighted or applied in determining a customer’s rating.
MESSAGE FROM
THE CHAIRMANAGM DETAILS
NOTICE OF
2025 ANNUAL
GENERAL MEETINGHOW TO VOTEEXPLANATORY NOTES
21
The updated policy:
•Removes the clear requirement for Paris-aligned
Scope 3 emissions reduction targets (typically
accounting for 65-90% of upstream fossil fuel
companies’ emissions profiles)
9
;
•Weakens ambition for Scope 1 and 2 targets from 1.5°C
to “well below 2°C”; and
•Applies revenue thresholds that exclude major coal-
producing customers with expansion plans from having
to produce a CTP.
10
What was once a science-based threshold has become
a discretionary process, allowing non-Paris-aligned
customers to receive new financing.
This shift was underscored by media reporting at the
time of the policy update, which stated “Westpac is
changing its lending rules to make it easier to finance the
gas industry”, and “Westpac [will] work with borrowers
without a credible plan”.
11
Westpac’s Chief Sustainability
Officer was quoted: “We are creating more of a flexible
range of what the targets could be, which will give [our
customers] a bit more room to move.”
Financing fossil fuel expansion
The Intergovernmental Panel on Climate Change
warns that lifetime emissions from existing fossil fuel
infrastructure would significantly exceed the 1.5°C carbon
budget,
12
while the International Energy Agency concludes
that achieving net zero by 2050 allows no new coal mines
or oil and gas fields.
13
In 2025, Westpac continued to finance companies
expanding fossil fuels, including:
•Participating in a ~$12.9 billion loan to BP, a company
pursuing up to 20 oil and gas growth projects.
14
•Loaning ~$86 million to Woodside as part of a
$1.83 billion deal after it sanctioned Louisiana LNG,
15
which could produce lifetime emissions of 1.6 billion
tonnes of CO
2
-equivalent.
16
Further out of step with best practice
In direct contrast to Westpac’s policy, Commonwealth
Bank (CBA) has adopted a clear, science-based standard
for CTPs. Its policy applies a simple binary assessment,
determining whether a fossil fuel client is either:
•Paris-aligned (eligible for new and renewed finance); or
•
Not Paris-aligned (not eligible for new and
renewed finance).
17
This difference in approach was exemplified in August
2024, when Westpac acted as a mandated lead arranger
for a $1.24 billion loan refinancing for Santos, a company
targeting final investment decisions on three new oil
and gas projects.
18
CBA, which participated in the
original facility, used the refinancing as an opportunity
to withdraw.
19
CBA’s standard has reshaped its lending,
cutting oil and gas exposure from $3.3 billion in 2022
20
to
$800 million in 2025.
21
CBA’s clear policy and lending activity provide much
greater confidence that the bank has a reasonable basis
for its climate statements compared to Westpac.
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.
22
The
misalignment between Westpac’s climate commitments
and ongoing financing of fossil fuel expansion raises
significant greenwashing risks that are potentially
exacerbated by the bank’s policy settings.
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.”
23
Regulators have begun enforcement in this area,
with some companies fined several million dollars for
misconduct.
24
ASIC’s Chair has stated a major form 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”.
25
Westpac could face significant greenwashing and
regulatory scrutiny on its climate commitments if it
knowingly provides new finance to a customer not credibly
on a Paris-aligned trajectory after 30 September 2025.
This resolution presents an opportunity for Westpac to
address these risks.
Register to receive a detailed investor brief prior to
the AGM:
marketforces.org.au/westpac-briefing-2025
222025 NOTICE OF MEETING
APPENDIX 1
4.https://www.listcorp.com/asx/wbc/westpac/news/2023-annual-general-meeting-results-2972140.html;
https://www.westpac.com.au/content/dam/public/wbc/documents/pdf/aw/ic/wbc-agm-results-2024.pdf.
5.https://www.westpac.com.au/content/dam/public/wbc/documents/pdf/aw/
sustainability/Climate_Change_Position_Statement_and_Action_Plan.pdf
6.https://www.westpac.com.au/content/dam/public/wbc/documents/pdf/aw/ic/Climate_Change_Position_Statement_and_Action_Plan.pdf;
https://www.westpac.com.au/content/dam/public/wbc/documents/pdf/aw/sustainability/wbc-2023-climate-report.pdf;
https://www.westpac.com.au/content/dam/public/wbc/documents/pdf/aw/sustainability/wbc-climate-report-2024.pdf
7.https://www.westpac.com.au/news/making-news/2022/07/miller-new-targets-to-push-westpac-to-net-zero/
8.https://www.marketforces.org.au/wp-content/uploads/2023/10/WBC-2023-Resolution.pdf;
https://www.marketforces.org.au/wp-content/uploads/2024/10/Westpac-Resolution-2024.pdf
9.https://cdn.cdp.net/cdp-production/cms/guidance_docs/pdfs/000/003/504/original/CDP-technical-note-scope-3-relevance-by-sector.pdf
10.https://www.marketforces.org.au/westpacs-new-climate-plan-betrays-scientific-reality/
11.https://www.afr.com/companies/financial-
services/westpac-shifts-climate-targets-and-eases-path-for-more-lending-to-gas-20250526-p5m2cq
12.https://www.ipcc.ch/report/sixth-assessment-report-working-group-3/
13.https://www.iea.org/reports/net-zero-by-2050;
https://www.iea.org/reports/world-energy-outlook-2022;
https://www.iea.org/reports/net-zero-roadmap-a-global-pathway-to-keep-the-15-c-goal-in-reach;
https://iea.blob.core.windows.net/assets/9ea2076e-5a0d-4a0d-9767-a1eec20aff23/TheImplicationsofOilandGasFieldDeclineRates.pdf
14.https://www.bp.com/en/global/corporate/what-we-do/our-strategy-at-work.html
15.https://www.woodside.com/docs/default-source/asx-announcements/2025/028-woodside-approves-louisiana-lng-development.pdf
16.https://www.theguardian.com/environment/
2025/apr/29/woodside-commits-18bn-to-us-project-that-climate-advocates-warn-would-export-harmful-gas-until-the-2070s-ntwnfb
17.https://www.commbank.com.au/content/dam/commbank-assets/investors/docs/results/fy25/2025-annual-report.pdf, p.115.
https://www.commbank.com.au/content/dam/commbank/about-us/download-printed-forms/environment-and-social-framework.pdf
18.https://investorbriefings.marketforces.org.au/link/490502/5/
19.https://investorbriefings.marketforces.org.au/link/143132/13/
20.https://www.commbank.com.au/content/dam/commbank-assets/investors/2023-08/climate/2023-climate-report_print.pdf
21.https://www.commbank.com.au/content/dam/commbank-assets/investors/docs/results/fy25/2025-annual-report.pdf, p. 144.
22.https://asic.gov.au/regulatory-resources/financial-
services/how-to-avoid-greenwashing-when-offering-or-promoting-sustainability-related-products/
23.https://www.un.org/sites/un2.un.org/files/high-level_expert_group_n7b.pdf
24.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/;
https://www.asic.gov.au/about-asic/news-centre/find-a-media-release/2025-
releases/25-042mr-active-super-ordered-to-pay-10-5-million-penalty-in-asic-s-third-greenwashing-court-action/
25.https://asic.gov.au/about-asic/news-centre/speeches/greenwashing-a-view-from-the-regulator/
MESSAGE FROM
THE CHAIRMANAGM DETAILS
NOTICE OF
2025 ANNUAL
GENERAL MEETINGHOW TO VOTEEXPLANATORY NOTES
23
The 2025 Westpac Notice of Meeting is made with
a mixture of materials from FSC®-certified forests,
recycled materials, and/or FSC®-controlled wood.
WESTPAC.COM.AU
WBC PRX2501N
*WBC PRX2501N*
As a shareholder of Westpac Banking Corporation (Westpac), entitled to attend and vote at Westpac’s 2025 Annual General Meeting (AGM) to be held at 10:00am (Sydney
time) on Thursday, 11 December 2025, in the Wesley Theatre at The Wesley Conference Centre, 220 Pitt Street, Sydney NSW 2000 and at any adjournment or
postponement of the AGM, 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 Items 3 and 4.
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 Chairman of the AGM intends to vote all available proxies in FAVOUR of Items 2a, 2b, 2c, 2d, 3 and 4, and AGAINST Items 5a and 5b.
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
2a To re-elect Peter Nash as a Director
2c To elect Pip Greenwood as a Director
3 Remuneration Report
2b To elect David Cohen as a Director
2d To elect Debra Hazelton as a Director
4 Grant of Equity to the Managing Director and Chief Executive Officer
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.
5a Amendment to the Constitution
5b Customer Transition Plan Approach and Climate Commitments
RESOLUTIONS REQUISITIONED BY SHAREHOLDERS
Note: Item 5b 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://au.investorcentre.mpms.mufg.com
Westpac Banking Corporation
C/- MUFG Corporate Markets (AU) Limited
Locked Bag A6015, Sydney South NSW 1235 Australia
T Australia: 1800 804 255
T Overseas: +61 1800 804 255
E westpac@cm.mpms.mufg.com
W vote.cm.mpms.mufg.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 Tuesday, 9 December 2025, being no later than 48 hours before the commencement of Westpac’s AGM.
Any Voting/Proxy Form received after this deadline will not be valid.
HOW TO COMPLETE AND LODGE THIS VOTING/PROXY FORM
IF ATTENDING THE AGM, 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 attend the AGM, your attendance will not
cancel your direct vote unless you instruct Westpac or MUFG Corporate
Markets (AU) Limited 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 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 attend the AGM and vote. To appoint a second proxy, an additional Voting/
Proxy Form may be obtained from MUFG Corporate Markets (AU) Limited, 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.
If you appoint a proxy but then attend the AGM, your proxy will be
automatically revoked (as required by law), and you will need to lodge your
vote at the AGM.
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 MUFG Corporate Markets (AU) Limited by 10:00am (Sydney time) on
Tuesday, 9 December 2025 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.
LODGEMENT OF VOTING/PROXY FORM
Voting/Proxy Forms may be lodged using one of the following methods:
BY EMAIL
Scan and email to:
westpac@cm.mpms.mufg.com
ONLINE
vote.cm.mpms.mufg.com/WBC
Log in to MUFG Corporate Markets (AU) Limited’s website using your holding details.
Select ‘Voting’ and follow the prompts to lodge your vote or proxy. 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/- MUFG Corporate Markets (AU) Limited
Locked Bag A6015
Sydney South NSW 1235
Australia
BY MOBILE
Lodge your vote or proxy 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
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the AGM the appropriate ‘Certificate
of Appointment of Corporate Representative’ must be received by MUFG Corporate
Markets (AU) Limited by 10:00am (Sydney time) on Thursday, 11 December 2025.
A form of the certificate may be obtained from MUFG Corporate Markets (AU)
Limited or online at www.mpms.mufg.com/en/mufg-corporate-markets.
SAMPLE
WBC PRX2501N
*WBC PRX2501N*
As a shareholder of Westpac Banking Corporation (Westpac), entitled to attend and vote at Westpac’s 2025 Annual General Meeting (AGM) to be held at 10:00am (Sydney
time) on Thursday, 11 December 2025, in the Wesley Theatre at The Wesley Conference Centre, 220 Pitt Street, Sydney NSW 2000 and at any adjournment or
postponement of the AGM, 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 Items 3 and 4.
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 Chairman of the AGM intends to vote all available proxies in FAVOUR of Items 2a, 2b, 2c, 2d, 3 and 4, and AGAINST Items 5a and 5b.
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
2a To re-elect Peter Nash as a Director
2c To elect Pip Greenwood as a Director
3 Remuneration Report
2b To elect David Cohen as a Director
2d To elect Debra Hazelton as a Director
4 Grant of Equity to the Managing Director and Chief Executive Officer
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.
5a Amendment to the Constitution
5b Customer Transition Plan Approach and Climate Commitments
RESOLUTIONS REQUISITIONED BY SHAREHOLDERS
Note: Item 5b 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 Common Shareholder Number is
To update your details go online to
https://nz.investorcentre.mpms.mufg.com
Westpac Banking Corporation
C/- MUFG Corporate Markets (AU) Limited
PO Box 91976, Victoria Street West, Auckland 1142
T New Zealand: 0800 002 727
T Overseas: +64 800 002 727
E westpac@cm.mpms.mufg.com
W vote.cm.mpms.mufg.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 Tuesday, 9 December 2025, being no later than 48 hours before the commencement of Westpac’s AGM.
Any Voting/Proxy Form received after this deadline will not be valid.
HOW TO COMPLETE AND LODGE THIS VOTING/PROXY FORM
IF ATTENDING THE AGM, 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 attend the AGM, your attendance will not
cancel your direct vote unless you instruct Westpac or MUFG Corporate
Markets (AU) Limited 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 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 attend the AGM and vote. To appoint a second proxy, an additional Voting/
Proxy Form may be obtained from MUFG Corporate Markets (AU) Limited, 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.
If you appoint a proxy but then attend the AGM, your proxy will be
automatically revoked (as required by law), and you will need to lodge your
vote at the AGM.
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 MUFG Corporate Markets (AU) Limited by 10:00am (Sydney time) on
Tuesday, 9 December 2025 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.
LODGEMENT OF VOTING/PROXY FORM
Voting/Proxy Forms may be lodged using one of the following methods:
BY EMAIL
Scan and email to:
westpac@cm.mpms.mufg.com
ONLINE
vote.cm.mpms.mufg.com/WBC
Log in to MUFG Corporate Markets (AU) Limited’s website using your holding details.
Select ‘Voting’ and follow the prompts to lodge your vote or proxy. 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/- MUFG Corporate Markets (AU) Limited
PO Box 91976
Victoria Street West
Auckland 1142
BY MOBILE
Lodge your vote or proxy 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
CORPORATE REPRESENTATIVES
If a representative of the corporation is to attend the AGM the appropriate ‘Certificate
of Appointment of Corporate Representative’ must be received by MUFG Corporate
Markets (AU) Limited by 10:00am (Sydney time) on Thursday, 11 December 2025.
A form of the certificate may be obtained from MUFG Corporate Markets (AU)
Limited or online at www.mpms.mufg.com/en/mufg-corporate-markets.
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 shareholders’ commonly
raised matters during the AGM.
The easiest way to submit a question is online at
vote.cm.mpms.mufg.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 Thursday,
4 December 2025.
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, KPMG
Westpac’s Financial ReportsWestpac’s performanceWestpac’s approach to sustainability
Westpac’s Remuneration ReportA general banking matter or suggestionOther
QUESTIONS FROM SHAREHOLDERS – WESTPAC 2025 ANNUAL GENERAL MEETING (AGM)
*X99999999999*
X99999999999
LODGE A QUESTION
ONLINE
vote.cm.mpms.mufg.com/WBC
BY EMAIL
Scan and email to: westpac@cm.mpms.mufg.com
BY POST
Westpac Banking Corporation
C/- MUFG Corporate Markets (AU) 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 shareholders’ commonly
raised matters during the AGM.
The easiest way to submit a question is online at
vote.cm.mpms.mufg.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 Thursday,
4 December 2025.
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, KPMG
Westpac’s Financial ReportsWestpac’s performanceWestpac’s approach to sustainability
Westpac’s Remuneration ReportA general banking matter or suggestionOther
QUESTIONS FROM SHAREHOLDERS – WESTPAC 2025 ANNUAL GENERAL MEETING (AGM)
*X99999999999*
X99999999999
LODGE A QUESTION
ONLINE
vote.cm.mpms.mufg.com/WBC
BY EMAIL
Scan and email to: westpac@cm.mpms.mufg.com
BY POST
Westpac Banking Corporation
C/- MUFG Corporate Markets (AU) 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
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.