What did Westpac Banking Corporation announce?
Westpac Banking Corporation (NZX: WBC) filed “Westpac 2026 AGM Notice of Meeting” with NZX on 1 November 2026, as an agm announcement.
From the announcement:“Westpac Banking Corporation (“Westpac”) today provides the attached: 1. Westpac 2026 AGM Notice of Meeting 2.”
- Which company?
- Westpac Banking Corporation (NZX: WBC)
- When was it filed?
- 1 November 2026
- Where is the original?
- NZX announcement
Westpac 2026 AGM Notice of Meeting
ASX Release
Westpac Banking Corporation
Level 18, 275 Kent Street
Sydney, NSW, 2000
2 November 2026
Westpac 2026 AGM Notice of Meeting
Westpac Banking Corporation (“Westpac”) today provides the attached:
1. Westpac 2026 AGM Notice of Meeting
2. Westpac 2026 AGM Voting/Proxy Forms
3. Westpac 2026 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 Sarah Donnelly, Company Secretary.
22026 NOTICE OF MEETING
Contents
MESSAGE FROM THE CHAIRMAN3
AGM DETAILS4
NOTICE OF 2026 ANNUAL GENERAL MEETING6
HOW TO VOTE8
EXPLANATORY NOTES9
ANNUAL GENERAL MEETING
Wednesday, 16 December 2026
10:00am (Sydney time)
To be held at the Western Sydney Convention Centre, Penrith.
MESSAGE FROM
THE CHAIRMANAGM DETAILS
NOTICE OF
2026 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
2026 Annual General Meeting to
be held at the Western Sydney
Convention Centre in Penrith.
This year, we have continued to deliver on Westpac's
strategy with focus and discipline.
Our financial strength remains an enduring source of
stability. Supported by a robust balance sheet and
disciplined financial management, we are investing
for the future while delivering sustainable returns
for shareholders.
Building a stronger, more efficient bank remains a
priority to improve our market position, cost base and
returns relative to peers. Completing our multi-year
transformation agenda is central to this, with UNITE
progressing well in its second full year.
Together with other initiatives and the growing use of
data and artificial intelligence, we are making banking
easier, more convenient and more personalised for
customers. These improvements were reflected in higher
customer advocacy and satisfaction during the year.
While there is more work ahead, I am pleased with our
progress. I invite you to read my reflections on the year
in the Annual Report.
Board Renewal
The Board has continued to evolve in recent years, with a
focus on enhancing the skills, experience and perspectives
required to support Westpac's success.
At the AGM, Tim Burroughs, Michael Ullmer AO and I
will retire in accordance with the Constitution and offer
ourselves for re-election. Additionally, the Board proposes
a one-year extension to Nerida Caesar's nine year tenure.
Nerida's deep technology expertise remains invaluable as
the Board continues its oversight of UNITE.
During the year, Peter Nash retired from the Board after
more than eight years of service as an Independent
Non-executive Director. On behalf of the Board, I thank
Peter for his contribution and commitment to Westpac.
The Board remains focused on providing strong
governance and effective oversight as Westpac continues
its transformation.
Items of Business
There are four items of business for shareholder
consideration. These can be found from page 6 in this
Notice of Meeting and include the opportunity to vote on
the granting of equity to our Chief Executive Officer and
the re-election of Directors.
Attendance
This year, we are bringing our AGM to Western Sydney,
one of Australia's fastest-growing economic regions. As
a major growth corridor where Westpac has a significant
presence and ongoing investment, it is a fitting location
for this year's meeting and I look forward to engaging with
our shareholders in the region.
If you are unable to attend in person, you can watch a live
webcast and ask questions or make comments online. I
also invite you to submit written questions in advance of
the meeting and I will endeavour to address the matters
most commonly raised during my address.
Information on how to vote, appoint a proxy and ask
questions is provided in this Notice of Meeting.
Yours sincerely,
Steven Gregg
CHAIRMAN
42026 NOTICE OF MEETING
AGM DETAILS
Attending the meeting
Westpac shareholders (or their proxies, corporate
representatives and attorneys (Representatives)) are
invited to attend the 2026 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
Wednesday, 16 December 2026 at the Western Sydney
Convention Centre, 81 Mulgoa Road, Penrith, New South
Wales 2750. 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
Friday, 11 December 2026, 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 Western Sydney Convention Centre is in Penrith,
NSW, located in the Panthers Entertainment Precinct,
adjacent to the Panthers Leagues Club.
Car
Free onsite parking is available within the Panthers
Entertainment Precinct and includes general and
accessible parking options.
If travelling by car, taxi or Uber, drop-offs can be made at
the Panthers Entertainment Precinct.
Public Transport
By train – Penrith Station is the closest train station to the
Western Sydney Convention Centre.
A courtesy shuttle bus will be:
•departing every 15 minutes from Bus Stand F at
Penrith train station from 9:00am until 10:00am
•returning to Penrith train station every 15 minutes
from approximately 12:30pm until shortly after the
AGM has concluded.
The Western Sydney Convention Centre is a short six
minute taxi or Uber ride from Penrith train station.
Other public transport – For further information about
bus and other transport 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
2026 ANNUAL
GENERAL MEETINGHOW TO VOTEEXPLANATORY NOTES
5
Viewing the AGM online
Shareholders who are unable to attend the AGM in person
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 in person 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 Monday, 14 December 2026.
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. Those viewing the meeting online will not be
able to ask verbal questions.
Need help?
If you require assistance viewing the webcast or making a
comment 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 Wednesday, 9 December 2026.
Questions submitted prior to the AGM will not be read or
tabled at the meeting, but Westpac will seek to respond
to shareholders’ most 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, Annual
Report and Sustainability 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
online at https://au.investorcentre.mpms.mufg.com, by
email westpac@cm.mpms.mufg.com or by calling
1800 804 255 (free call within Australia).
62026 NOTICE OF MEETING
NOTICE OF 2026
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
Wednesday, 16 December 2026 at the
Western Sydney Convention Centre,
81 Mulgoa Road, Penrith.
Items of Business
1. Financial Statements and Reports
To receive and consider the Financial Report, the
Sustainability Report, the Directors’ Report and the
Auditor’s Reports for the year ended 30 September 2026.
2. Re-election of Directors
(a)To re-elect Tim Burroughs as a Director.
(b)To re-elect Nerida Caesar as a Director.
(c)To re-elect Steven Gregg as a Director.
(d)To re-elect Michael Ullmer AO as a Director.
3. Remuneration Report
To adopt the Remuneration Report for the year ended
30 September 2026.
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 2027 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.
Important
Voting Information
Eligible shareholders
A person who is registered as the holder of Westpac
shares at 7:00pm (Sydney time) on Monday, 14 December
2026 will be entitled to attend and vote at the AGM. Share
transfers registered after that time will be disregarded
in determining entitlements to attend and vote at
the meeting.
Voting exclusions
Key Management Personnel (KMP) that may have a vested
interest in the outcome of a resolution are restricted
from voting on that resolution. KMP includes members
of the Board and Group Executives that are listed in
Section 2 ‘Key Management Personnel’ of Westpac’s 2026
Remuneration Report.
The Corporations Act 2001 (Cth) (Corporations Act)
restricts KMP and their closely related parties from voting
in certain circumstances on such resolutions. A closely
related party includes a spouse, dependants, and certain
other close family members, as well as any companies
controlled by the KMP.
Voting exclusions apply to the following Items:
ITEM
RESOLUTION
3Remuneration Report
4Grant of Equity to the Managing Director
and Chief Executive Officer
Westpac will disregard any votes cast on Item 3:
•by or on behalf of a KMP named in the Remuneration
Report for the financial year ended 30 September
2026 or their closely related parties, regardless of the
capacity in which the vote is cast; or
•as a proxy by a person who is a KMP at the date of the
AGM or their closely related parties.
The votes will not be disregarded if the vote is cast as
proxy for a person entitled to vote on Item 3:
•in accordance with a direction on the Voting/Proxy
Form to vote on the Item in that way; or
•by the Chairman of the AGM pursuant to an express
authorisation to exercise the proxy, even though Item 3
is connected with the remuneration of the KMP.
MESSAGE FROM
THE CHAIRMANAGM DETAILS
NOTICE OF
2026 ANNUAL
GENERAL MEETINGHOW TO VOTEEXPLANATORY NOTES
7
Westpac will disregard any votes cast on Item 4:
•by or on behalf of Mr Anthony Miller or any of his
associates, regardless of the capacity in which the vote
is cast; or
•as a proxy by a person who is a KMP at the date of the
AGM or their closely related parties.
The votes will not be disregarded if the vote is cast on
Item 4:
•as proxy or attorney for a person entitled to vote on
the Item in accordance with a direction given to the
proxy or attorney to vote on the Item in that way; or
•by the Chairman of the AGM as proxy for a person
entitled to vote on the Item, pursuant to an express
authorisation to exercise the proxy as the Chairman of
the AGM decides, even though Item 4 is connected with
the remuneration of a KMP; or
•by a holder acting solely in a nominee, trustee,
custodial or other fiduciary capacity on behalf of a
beneficiary provided the following conditions are met:
–the beneficiary provides written confirmation to the
holder that the beneficiary is not excluded from
voting, and is not an associate of a person excluded
from voting, on the Item; and
–the holder votes on the Item in accordance with
directions given by the beneficiary to the holder to
vote in that way.
The ‘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.
Sarah Donnelly
COMPANY SECRETARY
2 November 2026
82026 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 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 Monday, 14 December 2026. 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.
If you appoint a Director (other than the Chairman of
the AGM) or another KMP or closely related party of any
KMP as your proxy, you must specify how they should
vote on Items 3 and 4 by completing the ‘For’, ‘Against’
or ‘Abstain’ boxes on the Voting/Proxy Form. If you do
not, your proxy will not be able to exercise your vote for
those Items.
Shareholders are encouraged to direct their proxies on
how to vote. If a proxy is not directed, the proxy
may abstain or vote as they see fit (subject to the
voting exclusions).
If you appoint a proxy but then attend the meeting
in person, 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 by calling (+61)
1800 804 255 or emailing westpac@cm.mpms.mufg.com
or online at au.investorcentre.mpms.mufg.com and must
be received by MUFG by 10:00am (Sydney time) on
Wednesday, 16 December 2026.
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 Monday, 14 December 2026 at the postal address
provided on this page.
MESSAGE FROM
THE CHAIRMANAGM DETAILS
NOTICE OF
2026 ANNUAL
GENERAL MEETINGHOW TO VOTEEXPLANATORY NOTES
9
EXPLANATORY
NOTES
Item 1
Financial Statements
and Reports
This Item relates to Westpac’s Financial Report,
Sustainability Report, Directors’ Report and Auditor’s
Reports (the Financial Statements and Reports) for
the year ended 30 September 2026. 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 Statements and 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 audits, the preparation and content of the Auditor’s
Reports, the accounting policies adopted by Westpac, the
policies adopted by Westpac in relation to the preparation
of the Sustainability Report and the independence of the
auditor in relation to the conduct of the audits.
The Financial Statements and Reports are available at
westpac.com.au/investorcentre.
Item 2
Re-election of Directors
Mr Burroughs, Ms Caesar, Mr Gregg and Mr Ullmer AO
are standing for re-election at this meeting.
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 2026 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) has recommended the
re-election of each Non-executive Director.
(a) TIM BURROUGHS
MA (Hons), B Psy (Hons), FCA, FAICD
Independent Non-executive Director since March 2023.
Mr Burroughs has over 42 years’ experience in finance,
international banking and mergers and acquisitions.
Mr Burroughs was formerly Chairman of Investment
Banking at Goldman Sachs Australia, where he worked for
11 years. Prior to this, he held senior positions at Merrill
Lynch including Chairman of Mergers and Acquisitions.
From 1993 to 1997, Mr Burroughs was Principal at
Centaurus Corporate Finance, a leading independent
advisory firm.
Over the course of his career, he has specialised
in providing strategic financial advice to major
corporations and their boards. He has advised on capital
restructures, capital raisings and more than 100 public
company acquisitions.
Mr Burroughs is a Director of the Westpac Foundation,
and a Panel Member of Adara Partners (Australia) Pty Ltd.
Mr Burroughs has an engineering degree from Cambridge
University and is a Fellow of the Institute of
Chartered Accountants.
Mr Burroughs has also studied and taught Psychology at
Macquarie University.
Mr Burroughs is a member of the Board Risk,
Board Remuneration and Board Nominations &
Governance Committees.
The Board considers Mr Burroughs to be an
independent director.
The Board, other than Mr Burroughs, recommends
that shareholders vote in favour of the re-election
of Mr Burroughs to the Board.
The Chairman of the AGM intends to vote all
available proxies in favour of this Item.
102026 NOTICE OF MEETING
EXPLANATORY NOTES
(b) NERIDA CAESAR
BCom, MBA, GAICD
Independent Non-executive Director since
September 2017.
Ms Caesar will reach nine years' tenure as a Westpac
Non-executive Director at the date of the AGM. In
considering Ms Caesar's skills, experience and Board
responsibilities, particularly her significant technology
experience and membership of the UNITE Oversight
Group, the Board on its initiative and in consultation
with Ms Caesar has agreed to extend the tenure of Ms
Caesar beyond the nine year limit set out in Westpac's
Director Appointment & Renewal Policy. The extension of
Ms Caesar's tenure is for an additional year. Under the
Director Appointment & Renewal Policy, a Director whose
tenure is extended beyond nine years (from the date of
first election by shareholders) is required to stand for re-
election each subsequent year.
Ms Caesar has over 40 years' of broad ranging commercial
and business management experience, with particular
depth in technology-led businesses. She was Group
Managing Director and Chief Executive Officer, Australia
and New Zealand, of Equifax (formerly the ASX-listed
Veda Group Limited) and was also a former director of
Genome One Pty Ltd and Stone and Chalk Limited.
Before joining Equifax, Ms Caesar held several senior
management roles at Telstra, including Group Managing
Director, Enterprise and Government and Group Managing
Director, Wholesale. She also held several executive and
senior management positions with IBM within Australia
and internationally, including as Vice President of IBM’s
Intel Server Division for the Asia Pacific region.
Ms Caesar is currently a Non-executive Director of TPG
Telecom Limited and Land Services SA & Land Services
WA (as a nominee Director of the Public Sector Pension
Investment Board of Canada). Ms Caesar is also a Director
of CreditorWatch and O'Connell Street Associates Pty Ltd
and an advisor to startups in the technology sector.
Ms Caesar was formerly a Non-executive Director of NBN
Co Ltd.
Ms Caesar is a member of the Board Audit and the Board
Risk Committees and the UNITE Oversight Group.
The Board considers Ms Caesar to be an
independent director.
The Board, other than Ms Caesar, recommends that
shareholders vote in favour of the re-election of Ms
Caesar to the Board.
The Chairman of the AGM intends to vote all
available proxies in favour of this Item.
(c) STEVEN GREGG
BCom
Independent Non-executive Director since November
2023 and Chairman since December 2023.
Mr Gregg has more than 37 years’ experience in global
financial services, strategy consulting and professional
services across Australia, Asia, Europe and the US. He
has extensive experience in global investment banking,
including through senior roles with ABN Amro, Chase
Manhattan, Lehman Brothers and AMP Morgan Grenfell.
His most recent executive role was as a partner at
McKinsey & Company where he advised clients in Financial
Services and other sectors, primarily in Australia and Asia.
Mr Gregg has served as Chairman and as a Director
for companies across various sectors and is currently
Chairman of Ampol Limited and the Lorna Hodgkinson
Foundation. He is also a Director of William Inglis &
Son Limited and of Unisson Disability Limited. Mr Gregg
was formerly the Chairman of The Lottery Corporation,
Tabcorp Holdings Limited, Goodman Fielder Limited and
Austock Group Limited, and formerly a Non-executive
Director at Challenger Limited.
Mr Gregg is Chairman of the Board and Chair of the Board
Nominations & Governance Committee.
The Board considers Mr Gregg to be an
independent director.
The Board, other than Mr Gregg, recommends that
shareholders vote in favour of the re-election of Mr
Gregg to the Board.
The Chairman of the AGM intends to vote all
available proxies in favour of this Item.
MESSAGE FROM
THE CHAIRMANAGM DETAILS
NOTICE OF
2026 ANNUAL
GENERAL MEETINGHOW TO VOTEEXPLANATORY NOTES
11
(d) MICHAEL ULLMER AO
BSc, FAICD, FCA, FCSI
Independent Non-executive Director since April 2023.
Mr Ullmer has over 40 years’ experience in international
banking, finance and professional services.
Mr Ullmer was formerly the Deputy Group Chief Executive
Officer of the National Australia Bank (NAB) from 2007
until he retired from the Bank in August 2011. He joined
NAB in 2004 as Finance Director and held a number of
key positions including Chair of the subsidiaries Great
Western Bank (US) and JB Were. Prior to NAB, Mr Ullmer
was at Commonwealth Bank of Australia, initially as
Group Chief Financial Officer and then Group Executive
with responsibility for Institutional and Business Banking.
Before that, he was a Partner at accounting firms KPMG
(1982 to 1992) and Coopers & Lybrand (1992 to 1997).
Mr Ullmer was formerly a Non-executive Director of
Woolworths Limited and the Chairman (Independent
Non-executive Director) of Lendlease Corporation Limited.
From a philanthropic perspective, throughout his career
Mr Ullmer has been heavily involved in supporting the
Arts and Education sectors.
Mr Ullmer is the Chair of the Board Audit Committee and a
member of the Board Risk Committee.
The Board considers Mr Ullmer to be an
independent director.
The Board, other than Mr Ullmer AO, recommends
that shareholders vote in favour of the re-election
of Mr Ullmer 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 2026.
The Remuneration Report is included within
Westpac’s 2026 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.
122026 NOTICE OF MEETING
EXPLANATORY NOTES
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 2027 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 2027 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 comprises:
•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 2026 Annual Report, which is available at westpac.com.au/investorcentre.
Information on Mr Miller’s 2027 remuneration will be outlined in the 2027 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 2027 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.
MESSAGE FROM
THE CHAIRMANAGM DETAILS
NOTICE OF
2026 ANNUAL
GENERAL MEETINGHOW TO VOTEEXPLANATORY NOTES
13
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 2027 LTVR award comprising a maximum grant
of 50,388 restricted rights and 50,389 performance rights, with a total face value of $3,500,000.
Subject to 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 2027 LTVR award by the market price (being the volume weighted
average price of Westpac’s ordinary shares, as traded on the ASX and TMX Australia Exchange) in the
last five trading days up to and including 30 September 2026, which was $34.73.
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 type of right, the Board may also choose to issue a cash consideration equivalent
to the cash value of the number of rights exercised.
142026 NOTICE OF MEETING
EXPLANATORY NOTES
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 2027 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 2030. The restricted rights also remain subject to remuneration adjustments
during and after this period.
Performance rights
The 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.
MESSAGE FROM
THE CHAIRMANAGM DETAILS
NOTICE OF
2026 ANNUAL
GENERAL MEETINGHOW TO VOTEEXPLANATORY NOTES
15
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 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 2026.
The general ASX comparator group of companies comprises ANZ Group Holdings Limited,
Aristocrat Leisure Limited, Brambles Limited, Coles Group Limited, Commonwealth Bank of Australia,
Computershare Limited, CSL Limited, Fisher & Paykel Healthcare Corporation Limited, Goodman Group,
Macquarie Group Limited, National Australia Bank Limited, Origin Energy Limited, QBE Insurance Group
Limited, REA Group Ltd, Sigma Healthcare Limited, Suncorp Group Limited, Telstra Group Limited,
Transurban Group, Wesfarmers Limited and Woolworths Group 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 two years from the payment or vesting date.
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 performance
against the relevant conditions as at the date of the Board’s determination.
162026 NOTICE OF MEETING
EXPLANATORY NOTES
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
2027 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 rights 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.
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 datePerformance test dateNo. of rightsNotional issue priceVesting outcome
2026 restricted rightsJanuary 20261 October 202945,691$38.30To be confirmed post-vesting dates
2026 performance rightsJanuary 20261 October 202945,692$38.30
2025 restricted rightsJanuary 20251 October 202842,991$32.23
2025 performance rightsJanuary 20251 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
2027 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 (unless an
exception applies).
(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 2027 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 2027 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.
MESSAGE FROM
THE CHAIRMANAGM DETAILS
NOTICE OF
2026 ANNUAL
GENERAL MEETINGHOW TO VOTEEXPLANATORY NOTES
17
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182026 NOTICE OF MEETING
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MESSAGE FROM
THE CHAIRMANAGM DETAILS
NOTICE OF
2026 ANNUAL
GENERAL MEETINGHOW TO VOTEEXPLANATORY NOTES
19
The 2026 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
As a shareholder of Westpac Banking Corporation (Westpac), entitled to attend and vote at Westpac’s 2026 Annual General Meeting (AGM) to be held at
10:00am (Sydney time) on Wednesday, 16 December 2026, at the Western Sydney Convention Centre, 81 Mulgoa Road, Penrith NSW 2750 and at any
adjournment or postponement of the AGM, I/we hereby:
VOTING/PROXY FORM
VOTING/PROXY DIRECTIONS
ITEMS OF BUSINESS
ForAgainstAbstain*
2a To re-elect Tim Burroughs as a DirectorFOR
2c To re-elect Steven Gregg as a DirectorFOR
2d To re-elect Michael Ullmer AO as a DirectorFOR
2b To re-elect Nerida Caesar as a DirectorFOR
4 Grant of Equity to the Managing Director and Chief Executive OfficerFOR
3 Remuneration ReportFOR
Board Recommendation
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
Shareholder 1 (Individual)Joint Shareholder 2 (Individual)Joint Shareholder 3 (Individual)
Sole Director and Sole Company Secretary
Director/Company Secretary (Delete one)Director
This form should be signed in accordance with the signing instructions set out overleaf.
This form should be signed by the shareholder. If a joint holding, any shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously
noted by the registry or a certified copy 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).
elect to lodge my
vote directly
(mark box
T
)
VOTE
DIREC TLY
OR
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.
Please read the voting instructions overleaf before marking any boxes with an
T
A
C
D
appoint the Chairman of the AGM (mark box
T
)
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.
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).
NameEmail
To cast your own votes
directly, please complete
Sections A, C and D.
APPOINT A PROXY
B
To appoint a proxy and direct them how to vote on your behalf, please complete 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.
Your Shareholder Reference Number is X99999999999
* 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.
WBC PRX2601N
*WBC PRX2601N*
LODGE YOUR VOTING/PROXY FORM
ONLINE
vote.cm.mpms.mufg.com/WBC
or
by scanning the QR code adjacent
MAIL
Westpac Banking Corporation
C/- MUFG Corporate Markets (AU) Limited
Locked Bag A6015
Sydney South NSW 1235 Australia
IN PERSON
MUFG Corporate Markets (AU) Limited
Parramatta Square, Level 22, Tower 6,
10 Darcy Street, Parramatta NSW 2150
BY EMAIL
vote@cm.mpms.mufg.com
ALL ENQUIRIES BY TELEPHONE TO:
+61 1800 804 255 (free call within Australia)
Westpac Banking Corporation
ABN 33 007 457 141
*X99999999999*
NAME SURNAME
ADDRESS LINE 1
ADDRESS LINE 2
ADDRESS LINE 3
ADDRESS LINE 4
ADDRESS LINE 5
ADDRESS LINE 6
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 on
the prior page by 10:00am (Sydney time) on Monday, 14 December 2026, 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 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, then you will
be taken to have appointed the person named in Box B as your proxy
or, if no person is named, 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.
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 Monday, 14 December 2026 at the postal
address on the prior page.
Companies: Where the company has a sole director who is also the
sole company secretary, this form must be signed by that person. If
the company (pursuant to section 204A of the Corporations Act 2001
(Cth)) does not have a company secretary, a sole director can also sign
alone. Otherwise this form must be signed by a director jointly with
either another director or a company secretary. Please indicate the
office held by signing in the appropriate place.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to 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 Wednesday, 16 December 2026. 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
As a shareholder of Westpac Banking Corporation (Westpac), entitled to attend and vote at Westpac’s 2026 Annual General Meeting (AGM) to be held at
10:00am (Sydney time) on Wednesday, 16 December 2026, at the Western Sydney Convention Centre, 81 Mulgoa Road, Penrith NSW 2750 and at any
adjournment or postponement of the AGM, I/we hereby:
VOTING/PROXY FORM
VOTING/PROXY DIRECTIONS
ITEMS OF BUSINESS
ForAgainstAbstain*Board Recommendation
SIGNATURE OF SHAREHOLDERS – THIS MUST BE COMPLETED
Shareholder 1 (Individual)Joint Shareholder 2 (Individual)Joint Shareholder 3 (Individual)
Sole Director and Sole Company Secretary
Director/Company Secretary (Delete one)Director
This form should be signed in accordance with the signing instructions set out overleaf.
This form should be signed by the shareholder. If a joint holding, any shareholder may sign. If signed by the shareholder’s attorney, the power of attorney must have been previously
noted by the registry or a certified copy 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).
elect to lodge my
vote directly
(mark box
T
)
VOTE
DIREC TLY
OR
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.
Please read the voting instructions overleaf before marking any boxes with an
T
A
C
D
appoint the Chairman of the AGM (mark box
T
)
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.)
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).
NameEmail
To cast your own votes
directly, please complete
Sections A, C and D.
APPOINT A PROXY
B
To appoint a proxy and direct them how to vote on your behalf, please complete 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.
Your Shareholder Reference Number is X99999999999
* 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.
2a To re-elect Tim Burroughs as a DirectorFOR
2c To re-elect Steven Gregg as a DirectorFOR
2d To re-elect Michael Ullmer AO as a DirectorFOR
2b To re-elect Nerida Caesar as a DirectorFOR
4 Grant of Equity to the Managing Director and Chief Executive OfficerFOR
3 Remuneration ReportFOR
The Chairman of the AGM intends to vote all available proxies in FAVOUR of Items 2a, 2b, 2c, 2d, 3 and 4.
WBC PRX2601N
*WBC PRX2601N*
LODGE YOUR VOTING/PROXY FORM
ONLINE
vote.cm.mpms.mufg.com/WBC
or
by scanning the QR code adjacent
MAIL
Westpac Banking Corporation
C/- MUFG Corporate Markets (AU) Limited
PO Box 91976
Victoria Street West, Auckland, 1142
IN PERSON
MUFG Pension & Market Services NZ Limited,
Level 30, PWC Tower,
15 Customs Street West, Auckland, 1010
BY EMAIL
vote@cm.mpms.mufg.com
ALL ENQUIRIES BY TELEPHONE TO:
+64 800 002 727 (free call within New Zealand)
Westpac Banking Corporation
ABN 33 007 457 141
*X99999999999*
NAME SURNAME
ADDRESS LINE 1
ADDRESS LINE 2
ADDRESS LINE 3
ADDRESS LINE 4
ADDRESS LINE 5
ADDRESS LINE 6
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 on
the prior page by 10:00am (Sydney time) on Monday, 14 December 2026, 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 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, then you will
be taken to have appointed the person named in Box B as your proxy
or, if no person is named, 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.
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 Monday, 14 December 2026 at the postal
address on the prior page.
Companies: Where the company has a sole director who is also the
sole company secretary, this form must be signed by that person. If
the company (pursuant to the Companies Act 1993 (NZ)) does not have
a company secretary, a sole director can also sign alone. Otherwise
this form must be signed by a director jointly with either another
director or a company secretary. Please indicate the office held by
signing in the appropriate place.
CORPORATE REPRESENTATIVES
If a representative of the corporation is to 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 Wednesday, 16 December 2026. 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 Reports or the conduct of the audit of the
Financial Report or Sustainability Report 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
Wednesday, 9 December 2026.
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.
My question relates to (please mark the most appropriate box)
Westpac’s future direction or
strategy
A resolution being put to the AGMQuestion for Westpac’s Auditor, KPMG
Westpac’s Financial Statements and
Reports
Westpac’s performanceWestpac’s approach to sustainability
Westpac’s Remuneration Report
A general banking matter or
suggestion
Other
QUESTIONS FROM SHAREHOLDERS – WESTPAC 2026 ANNUAL GENERAL MEETING (AGM)
LODGE YOUR QUESTIONS
ONLINE
vote.cm.mpms.mufg.com/WBC
or
by scanning the QR code adjacent
MAIL
Westpac Banking Corporation
C/- MUFG Corporate Markets (AU) Limited
Locked Bag A6015
Sydney South NSW 1235 Australia
BY EMAIL
vote@cm.mpms.mufg.com
ALL ENQUIRIES BY TELEPHONE TO:
+61 1800 804 255 (free call within Australia)
QUESTIONS
*X99999999999*
X99999999999
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 Reports or the conduct of the audit of the
Financial Report or Sustainability Report 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
Wednesday, 9 December 2026.
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.
My question relates to (please mark the most appropriate box)
Westpac’s future direction or
strategy
A resolution being put to the AGMQuestion for Westpac’s Auditor, KPMG
Westpac’s Financial Statements and
Reports
Westpac’s performanceWestpac’s approach to sustainability
Westpac’s Remuneration Report
A general banking matter or
suggestion
Other
QUESTIONS FROM SHAREHOLDERS – WESTPAC 2026 ANNUAL GENERAL MEETING (AGM)
LODGE YOUR QUESTIONS
ONLINE
vote.cm.mpms.mufg.com/WBC
or
by scanning the QR code adjacent
MAIL
Westpac Banking Corporation
C/- MUFG Corporate Markets (AU) Limited
PO Box 91976
Victoria Street West
Auckland 1142
BY EMAIL
vote@cm.mpms.mufg.com
ALL ENQUIRIES BY TELEPHONE TO:
+64 800 002 727 (free call within New Zealand)
QUESTIONS
*X99999999999*
X99999999999
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.