Westpac 2018 AGM Notice of Meeting

Wednesday, 12 December 2018
10:00am (Perth time)
Perth Convention and Exhibition Centre
BelleVue Ballroom
21 Mounts Bay Road
Perth Western Australia 6000
Westpac Banking Corporation
2018 Annual General Meeting
Notice of
Meeting
Westpac Banking Corporation ABN 33 007 457 141Westpac Banking Corporation ABN 33 007 457 141

Westpac
2018 Annual General Meeting
Dear Shareholder
It is my pleasure to invite you to Westpac’s 2018
Annual General Meeting (AGM).
The meeting will be held in the Perth Convention and
Exhibition Centre, on Wednesday, 12 December 2018,
at 10:00am (Perth time). Registration commences
from 9:00am (Perth time). Details of the meeting are
contained in this Notice of Meeting.
The AGM is an opportunity for shareholders to hear
from the Board and the Executive team, to ask
questions about the company and to vote on matters
before the meeting. I hope you will be able to attend.
Our Managing Director and Chief Executive Officer,
Brian Hartzer, and I will both update shareholders on
developments over the year.
If you are unable to attend the AGM, you can view
the meeting via our live webcast or watch a replay at
a time that suits you. The webcast can be found at
www.westpac.com.au/investorcentre. If you cannot
attend and wish to vote, you will need to lodge a
direct vote or appoint a Proxy. The easiest way to
cast a direct vote or appoint a Proxy is online at
vote.linkmarketservices.com/WBC or by scanning
the QR code on the back of the Voting Form and
following the prompts. Methods of voting are
described in detail in this Notice of Meeting.
The Board is always keen to hear from shareholders
and so, if you cannot attend, you can submit a
question prior to the meeting through the voting site
above or by returning the question form included
with this Notice of Meeting. Unfortunately, we will
not be able to respond to all questions submitted,
but I will consider these questions in preparing my
AGM address.

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Westpac
2018 Annual General Meeting
The 2018 AGM agenda will be similar to recent years.
There are items for the accounts, the remuneration
report, the granting of equity to the Managing
Director and Chief Executive Officer and the
re-election of one director. This year we are also
asking shareholders to vote on the appointment of
two new directors, Peter Nash and Anita Fung.
One of our current directors, Peter Hawkins, will retire
from the Board at the conclusion of the 2018 AGM.
As in prior years, we aim to make the event as
accessible as possible, with arrangements for the
mobility impaired, a sign language interpreter and
hearing loop facilities. Details of how to get to the
AGM are set out at the back of this document.
If you elected to receive a hard copy of our Annual
Report and/or our Annual Review and Sustainability
Report, you will receive these in a separate envelope
shortly. These reports will also be available on
our website.
As always, your Board and the Executive team look
forward to meeting with you over light refreshments
at the conclusion of the AGM.
I look forward to welcoming you to the AGM.
Yours sincerely,
Lindsay Maxsted
Chairman
7 November 2018

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Westpac
2018 Annual General Meeting
Notice of Annual
General Meeting
The Annual General Meeting (AGM) of Westpac
Banking Corporation (ABN 33 007 457 141) (Westpac)
will be held in the Perth Convention and Exhibition
Centre, BelleVue Ballroom, at 21 Mounts Bay Road,
Perth, Western Australia 6000, on Wednesday,
12 December 2018, commencing at 10:00am
(Perth time).
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 2018.
2. Remuneration Report
To adopt the Remuneration Report for the year
ended 30 September 2018.
3. Grant of equity to Managing Director and Chief
Executive Officer
To approve the grant of shares and performance
share rights to the Managing Director and Chief
Executive Officer (CEO), Brian Hartzer, under
the CEO Restricted Share Plan and Long Term
Variable Reward Plan (together the Plans) in
accordance with the rules of those Plans and on
the terms summarised in the Explanatory Notes in
this Notice of Meeting. Approval is being sought
for all purposes, including ASX Listing Rule 10.14
and sections 200B and 200E of the Corporations
Act 2001 (Cth) (Corporations Act).

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Westpac
2018 Annual General Meeting
4. Re-election and election of Directors
(a) To re-elect Craig Dunn as a Director.
(b) To elect Peter Nash as a Director.
(c) To elect Yuen Mei Anita Fung (Anita Fung)
as a Director.
By order of the Board of Directors
Timothy Hartin
Group Company Secretary
7 November 2018

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Westpac
2018 Annual General Meeting
Voting exclusions
Items 2 and 3 – Remuneration Report and
grant of equity to Managing Director and Chief
Executive Officer
Items 2 and 3 are resolutions directly or indirectly
related to remuneration of a member of the Key
Management Personnel (KMP) of Westpac. Westpac’s
KMP are set out in Westpac’s Remuneration Report,
which is included within Westpac’s Annual Report.
The Corporations Act restricts KMP and their closely
related parties from voting in certain circumstances
on such resolutions.
A ‘closely related party’ of a KMP includes a spouse,
dependants and certain other close family members,
as well as any companies controlled by the KMP.
In accordance with these requirements, Westpac
will disregard any votes cast on Items 2 and 3, in any
capacity, by or on behalf of a member of the KMP or
the KMP’s closely related parties. Westpac will also
disregard any votes cast as a Proxy on Items 2 and 3
by any member of the KMP (or their closely related
parties), unless the vote is cast:
•as Proxy for a person entitled to vote, who has
specified the way the Proxy is required to vote on
the Item on the Voting Form; or
•by the Chairman of the AGM as Proxy for a person
entitled to vote, in accordance with an express
authority on the Voting Form to vote undirected
proxies as the Chairman sees fit.
In addition, Westpac will disregard any votes cast
on Item 3, in any capacity, by or on behalf of the
CEO, Mr Hartzer, or any associate of Mr Hartzer
in accordance with the requirements of the
Corporations Act and as applicable, the ASX Listing
Rules. However, Westpac will not disregard a vote
cast by Mr Hartzer or any associate of Mr Hartzer as
Proxy for a person who is entitled to vote, and who
has specified the way the Proxy is required to vote
on the Item on the Voting Form. Mr Hartzer is the
only Director currently eligible to participate in an
employee incentive scheme.

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Westpac
2018 Annual General Meeting
Conduct of the
Westpac AGM
All Westpac shareholders may attend the AGM and ask
a question. All Westpac shareholders may also vote
on each Item before the AGM subject to the voting
exclusions set out earlier in this Notice of Meeting.
For the purposes of the AGM, a person will be
considered a shareholder if they were registered as
the holder of those shares at 7:00pm (Sydney time)
on Monday, 10 December 2018.
The AGM is an important forum for interaction
between the Board, Executive team and
shareholders. Our AGM is intended to give
shareholders the opportunity to:
•hear from the Chairman and the CEO about the
performance and operations of Westpac;
•consider and vote on the Items before the AGM
(subject to the voting exclusions set out earlier in
this Notice of Meeting); and
•ask questions of the Board and the Auditor. The
Chairman and the CEO will generally answer
questions from shareholders, however some
questions may be referred to the Auditor or to a
senior executive. If appropriate, a response may be
provided as soon as possible after the AGM.
To do this, we will:
•provide shareholders a reasonable opportunity to
ask questions before and during the AGM;
•inform shareholders of the proxy position on each
Item and the manner in which the Chairman of the
AGM will vote available proxies;
•provide sign language and hearing loop facilities;
•provide assistance for people with mobility
restrictions or vision impairment; and
•webcast the AGM live on our website at
www.westpac.com.au/investorcentre.

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Westpac
2018 Annual General Meeting
To assist us to achieve this, we ask that
shareholders:
•follow the instructions of those running the AGM;
•are courteous and respectful to all attending, and
assisting in running, the AGM;
•keep questions to a reasonable length, and not
repeat questions already asked (and answered),
to allow as many shareholders as possible
to participate;
•confine questions to matters being considered at
the AGM and which are relevant to shareholders
as a whole. Questions relating to individual
circumstances can be raised with Westpac or with
our Share Registry (Link Market Services (Link))
representatives who will be available before and
after the AGM. Personal banking matters will be
directed to senior executives who will be available
to assist shareholders; and
•do not photograph, videotape or record the AGM.

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Westpac
2018 Annual General Meeting
How to vote
Submitting a direct vote
Shareholders can vote directly on Items as an
alternative to voting at the AGM in person or by Proxy.
A direct vote can be lodged online or by completing
the direct voting section of the Voting Form and
returning it in accordance with the instructions below.
For your vote to be counted, you must complete
the voting directions for each Item by marking ‘For’,
‘Against’ or ‘Abstain’.
Votes will only be valid for Items marked. No vote will
be counted for the Items left blank.
However, if you leave the Voting Form blank for all
Items, the Chairman of the AGM will be deemed to be
your appointed Proxy for all Items.
By submitting a direct vote, you agree to be bound
by the direct voting rules adopted by the Board.
The direct voting rules are available on the Westpac
website at www.westpac.com.au/investorcentre.
Further instructions on direct voting are available on
the reverse of the Voting Form.
Appointing a Proxy
Shareholders are entitled to appoint up to two
Proxies to attend the AGM on their behalf, and vote
in accordance with their instructions on the Voting
Form. A Proxy need not be a shareholder of Westpac.
Where two Proxies are appointed, each Proxy can
be appointed to represent a specified proportion
or number of a shareholder’s votes. If no number
or proportion of votes is specified, each Proxy may
exercise half of the shareholder’s votes.
If a Proxy is instructed to abstain from voting on an
Item, they must not vote on the shareholder’s behalf,
and any vote cast will not be counted.

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Westpac
2018 Annual General Meeting
If you appoint a Proxy (other than the Chairman of
the AGM) and direct them how to vote, the Chairman
of the AGM must cast those Proxy votes on your
behalf if your Proxy does not do so.
If you appoint the Chairman of the AGM as your Proxy
(or if he is appointed by default), and no direction
is provided in relation to Items 2 or 3, you will be
expressly authorising the Chairman to exercise your
Proxy as the Chairman sees fit in relation to those
Items (even though those Items are connected
directly or indirectly with the remuneration of a
member of Westpac’s KMP). If you wish to appoint
the Chairman of the AGM as Proxy with a direction
as to how to vote on an Item, including Items 2 and
3, you should specify this by completing the ‘For’,
‘Against’ or ‘Abstain’ boxes on the Voting Form. The
Chairman of the AGM intends to vote all available
Proxies in favour of all Items.
If you appoint a Director (other than the Chairman)
or another member of Westpac’s KMP or their closely
related parties as your Proxy, you must specify how
they should vote on Items 2 and 3 by completing the
‘For’, ‘Against’ or ‘Abstain’ boxes on the Voting Form.
If you do not, your Proxy will not be able to exercise
your vote for that Item.
Shareholders are encouraged to direct their Proxies
on how to vote. If a Proxy is not directed how to vote,
the Proxy may vote, or abstain, as they see fit (subject
to the voting exclusions set out earlier in this Notice
of Meeting). Should any new Items be proposed at
the AGM, a Proxy may vote on those Items as they
see fit.
Further instructions on appointing Proxies are
available on the reverse of the Voting Form or online
at vote.linkmarketservices.com/WBC.

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Westpac
2018 Annual General Meeting
Submitting a Voting Form
Voting Forms can be submitted in the following ways:
Online – at vote.linkmarketservices.com/WBC.
Follow the prompts and have your Shareholder
Reference Number (SRN) or Holder Identification
Number (HIN) available.
QR Code – using a mobile device you can scan the
QR code on the back of the Voting Form. To scan the
QR code you will need a QR code reader app that can
be downloaded for free on your mobile device. You
will also need your SRN or HIN and the postcode for
your shareholding.
Email – you can scan and email a completed Voting
Form (together with any authority under which a
Voting Form is signed, or a certified copy of that
authority) to vote@linkmarketservices.com.au.
By post, hand or facsimile – completed Voting Forms
(together with any authority under which a Voting
Form is signed, or a certified copy of that authority)
may be posted to Link Market Services Limited,
Locked Bag A6015, Sydney South NSW 1235, using
the enclosed return envelope; or hand delivered to
Link Market Services Limited at 1A Homebush Bay
Drive, Rhodes NSW 2138; or sent by facsimile to
(+61 2) 9287 0309.
All Voting Forms must be received (either online
or by post) by 10:00am (Perth time) on Monday,
10 December 2018.
Corporate representatives
A corporation which is a shareholder, or which has
been appointed a Proxy, may appoint an individual
to act as a representative to vote at the AGM. The
appointment must comply with section 250D of the
Corporations Act. The representative should bring to
the AGM evidence of his or her appointment unless it
has previously been provided to Link.
Voting by poll
Voting on Items at the AGM will be conducted by
poll. Further details on the poll will be provided at
the AGM.

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Westpac
2018 Annual General Meeting
Explanatory notes
Item 1: Financial Reports
This Item relates to Westpac’s Financial Report,
Directors’ Report and Auditor’s Report (the
Reports) for the year ended 30 September 2018.
This Item does not require a formal resolution and
so no vote will be held. However shareholders will
be given an opportunity to ask questions on the
Reports. The Reports are in Westpac’s 2018 Annual
Report and can be accessed on our website at
www.westpac.com.au/investorcentre.
Item 2: Remuneration Report
Shareholders are asked to adopt Westpac’s
Remuneration Report for the year ended
30 September 2018. This report is included in
Westpac’s 2018 Annual Report and is available at
www.westpac.com.au/investorcentre.
The Remuneration Report outlines Westpac’s
remuneration strategy and objectives and provides
details of Board and KMP remuneration received
during the year. Westpac’s remuneration strategy is
designed to attract and retain talented employees
that will drive superior results and build the long term
value of Westpac. At the same time, remuneration has
been designed to ensure these results are delivered
sustainably while adhering to sound risk management
and governance principles. A key part of the
remuneration strategy is a requirement for KMPs to
hold a significant portion of their wealth in Westpac
shares to create strong alignment with the interests
of shareholders.
Westpac’s remuneration strategy for Non-executive
Directors is to remunerate them appropriately for
their time, expertise and insight into strategic, risk
and governance issues, and to ensure Westpac
is able to attract and retain high quality and
experienced Directors.

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Westpac
2018 Annual General Meeting
Westpac values shareholder feedback and, while
the vote on this Item is non-binding (under the
Corporations Act), the Board will take the outcome
of the vote into account when considering future
remuneration policies.
A voting exclusion applies to this Item, as set out
earlier in this Notice of Meeting.
The Board unanimously recommends
shareholders vote in favour of adopting the
Remuneration Report.
The Chairman of the AGM intends to vote all
available proxies in favour of this Item.
Item 3: Grant of Equity to Managing Director
and Chief Executive Officer
Shareholders are asked to vote on whether the CEO,
Brian Hartzer, should receive equity as part of his 2019
financial year remuneration, rather than solely cash.
The grant of securities is consistent with Mr Hartzer’s
employment agreement, the CEO Restricted Share
Plan (CEO RSP) and CEO Long Term Variable
Reward Plan (CEO LTVR)
1
which were supported by
shareholders at prior AGMs. Under the ASX Listing
Rules, the issue of securities must be approved by
shareholders for each equity grant.
The Board believes the CEO’s interests should
be closely aligned to the long-term interests of
shareholders. Accordingly, the Board believes the
CEO should maintain a substantial shareholding in
Westpac and receive part of his remuneration in the
form of equity that only vests if certain conditions or
hurdles are achieved.
It is proposed that equity grants to Mr Hartzer be
made up of two elements:
1. Under the CEO RSP, half of Mr Hartzer’s short-
term variable reward (STVR) would be deferred
into restricted shares that may vest if he remains
with Westpac or in other limited circumstances
1 The CEO LTVR was previously referred to as the CEO Long Term
Incentive Plan (LTIP).

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Westpac
2018 Annual General Meeting
discussed below. These restricted shares would
vest in two equal tranches over two years.
2. Under the CEO LTVR, long-term variable
reward (LTVR) would be allocated in the form
of performance share rights which may vest
if certain hurdles are met over a four year
performance period.
An overview of these Plans is provided below.
1. Overview of the CEO RSP and CEO LTVR
The CEO RSP and CEO LTVR were established to
provide deferred STVR and LTVR awards to our
CEO. The terms of the CEO RSP and CEO LTVR
were determined by the Board in accordance
with Mr Hartzer’s employment agreement and,
consistent with our remuneration strategy, have
been designed to link Mr Hartzer’s remuneration
to sustained long-term value for shareholders. The
Plans are considered appropriate as they:
•place a high proportion of Mr Hartzer’s
remuneration at risk because certain
performance goals and hurdles must be
achieved to receive any value;
•align Mr Hartzer’s remuneration outcomes with
the interests of shareholders; and
•ensure Mr Hartzer’s remuneration is competitive
and aligned with market remuneration in the
financial services industry.
Each year, the Board determines Mr Hartzer’s
STVR target opportunity. The STVR award
Mr Hartzer is actually granted is determined by
the Board at the end of each financial year based
on a range of factors including Mr Hartzer’s
performance against a balanced scorecard of
financial and non-financial objectives. The STVR
award will range between 0% and 150% of the
STVR target. The Board currently requires that
50% of any STVR award be deferred under the
CEO RSP. This approach would see Mr Hartzer
receive restricted shares that subsequently vest in
two equal tranches over the following two years.
The Board retains the discretion to determine the

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Westpac
2018 Annual General Meeting
portion of any STVR award that is deferred and
the terms of any deferral.
Each year, under the CEO LTVR, Westpac may
grant performance share rights to Mr Hartzer.
The CEO LTVR award will vest after four years
subject to certain performance hurdles being met.
These hurdles are based on a peer-weighted Total
Shareholder Return (TSR) index and Westpac’s
average cash Return on Equity (ROE). Mr Hartzer
is entitled to one Westpac ordinary share for each
vested performance share right.
2. Why is shareholder approval being sought?
Under the CEO RSP and LTVR, the Board decides
whether shares awarded will be acquired on-
market or issued by Westpac. In order to retain
flexibility to issue shares under either the CEO
RSP and/or the CEO LTVR, shareholder approval
is being sought under ASX Listing Rule 10.14
which requires shareholder approval if a director
is issued securities under an employee incentive
scheme. If shareholder approval is not obtained,
Mr Hartzer’s deferred STVR and LTVR will be
delivered in cash.
Shareholder approval is also being sought for
the purposes of sections 200B and 200E of the
Corporations Act for termination benefits that
may be given to Mr Hartzer in connection with
the deferred STVR and LTVR awards covered by
Item 3. If approved, Mr Hartzer will be entitled to
receive benefits arising through these awards on
termination of employment (subject to various
conditions), in addition to any other termination
benefits that may be provided to him, without
further shareholder approval. It is intended that
this approval will remain valid during the life of
securities granted in relation to Item 3.
Further details of Mr Hartzer’s remuneration
package and performance hurdles for
Westpac’s 2018 financial year are set out
in the Remuneration Report in Westpac’s
2018 Annual Report, which is available at
www.westpac.com.au/investorcentre.

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Westpac
2018 Annual General Meeting
3. CEO RSP – 2019 STVR award
Mr Hartzer’s 2019 STVR target is $2,686,000.
Once Mr Hartzer’s 2019 STVR award has been
determined by the Board (which will be assessed
at the end of the 2019 financial year), 50% will be
delivered in cash and 50% as restricted shares
under the CEO RSP.
Half of Mr Hartzer’s deferred STVR will be
restricted for one year from the commencement
of the restriction period (1 October 2019) and the
remainder will be restricted for two years.
If new shares are issued by Westpac to satisfy
this obligation, the number of restricted shares
Mr Hartzer receives will be determined by dividing
the dollar value of his deferred STVR by the
market price (being the volume weighted average
market price of Westpac’s ordinary shares, as
traded on the ASX in the five trading days up to
and including the day before the award is made).
If Westpac acquires shares on-market to satisfy
this obligation, the market price is the average
purchase price of the shares.
Example: Assuming Mr Hartzer is awarded 100%
of his 2019 STVR target for his 2019 financial year
performance, he would be entitled to $2,686,000.
Half of that (i.e. $1,343,000) would be paid in cash
and the other half would be delivered as restricted
shares. Assuming a market price of $27.00 per
share, 49,740 restricted shares would be granted
to Mr Hartzer in December 2019. Subject to
meeting the conditions of the restricted shares
(including continuous service and malus), half
of the restricted shares would be released to
Mr Hartzer on 1 October 2020, while the other half
would be released on 1 October 2021. This is an
indicative example as actual STVR will depend on
the CEO’s award and the market price of Westpac
shares at the time of the grant.

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Westpac
2018 Annual General Meeting
4. CEO LTVR – 2019 LTVR award
The Board has determined that Mr Hartzer will
receive a 2019 LTVR award comprising a grant of
227,338 performance share rights under the CEO
LTVR, to the value of $2,528,000. The number
of performance share rights to be granted to
Mr Hartzer was determined by dividing the dollar
value of the award by the notional value of the
performance share rights at the start of the
performance period (being 1 October 2018).
Performance share rights will be granted in
two tranches of equal value. One tranche will
be subject to a TSR performance hurdle and
the other will be subject to a ROE performance
hurdle. The notional value of TSR-hurdled
performance share rights is $11.12 and the notional
value of ROE-hurdled performance share rights
is $11.12.
The notional values of the TSR-hurdled and ROE-
hurdled performance share rights were calculated
by an independent valuer, taking the market price
of Westpac shares at the start of the performance
period, and using a Monte Carlo pricing model.
This methodology is applied consistently across
all Westpac executives who receive performance
share rights.
Under the CEO LTVR, performance hurdles must
be satisfied before performance share rights can
vest (except in limited circumstances such as
death or total and permanent disablement, as
explained below). There is no re-testing of either
the TSR hurdle or ROE hurdle. If no performance
share rights vest, the value of the award will
be $0.
Example: For illustrative purposes, the face value
of the 2019 CEO LTVR performance share rights
was $5,958,529 (based on the five day volume
weighted average price of Westpac’s shares
traded on the ASX in the week up to 30 October
2018). This face value assumed that Westpac
achieved the maximum result for its performance
hurdles and so 100% of the share rights vested.

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Westpac
2018 Annual General Meeting
In 2018, the application of the performance
hurdles resulted in 0% of the LTVR award vesting.
(a) TSR-hurdled performance share rights
The relative TSR performance hurdle
measures Westpac’s TSR against a
composite TSR index comprising the top
ten Australian financial services companies
(other than Westpac).
50% of the composite TSR index is weighted
to the three other major banks and 50% is
weighted to the remaining seven financial
services companies.
The composite TSR index is calculated by
multiplying each peer company’s TSR for
the four year performance period by its
weighting, and then adding together the
results of those ten calculations.
Westpac’s TSR for the four year period is then
compared to the composite TSR index.
For 50% of the TSR tranche to vest, Westpac’s
TSR must at least equal the composite TSR
index. For 100% of the TSR tranche to vest,
Westpac’s TSR must exceed the TSR of
the composite index by an additional 21.55
(reflecting an extra 5% compound annual
growth in TSR over the four year period).
Vesting will occur on a straight line basis in
between these two points.
(b) ROE-hurdled performance share rights
The ROE performance hurdle measures the
average cash earnings return on average
ordinary equity (Average Cash ROE) over the
three year performance period.
For the 2019 grant, the performance share
rights are tested against the performance
hurdles on the third anniversary of the
commencement of the performance period.
If Westpac’s Average Cash ROE is at or above
14%, 100% of the ROE-hurdled performance

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Westpac
2018 Annual General Meeting
share rights awarded to Mr Hartzer will
qualify for vesting. If Westpac’s Average
Cash ROE is equal to 13%, 50% of the ROE-
hurdled performance share rights awarded
to Mr Hartzer will qualify for vesting. If
Westpac’s Average Cash ROE is between
13% and 14%, the number of ROE-hurdled
performance share rights eligible for vesting
will increase on a straight line basis between
50% and 100%.
Westpac shares will be allocated to Mr Hartzer
if the ROE performance hurdle is satisfied. The
ROE-hurdled performance share rights that
qualify for vesting as noted above will vest on
the fourth anniversary of the commencement
of the performance period.
5. Cessation of employment
5.1 Deferred STVR
Subject to the Board’s discretion, all unvested
restricted shares lapse when Mr Hartzer’s
employment with Westpac ceases, except
where the cessation of his employment:
•is due to death, or total and permanent
disablement; or
•occurs in certain circumstances (such as a
change of control).
Unvested restricted shares held by Mr Hartzer
will vest if his employment ceases for any of
the above reasons.
Unvested restricted shares will be forfeited if
Mr Hartzer is terminated for misconduct.
If, in the Board’s opinion, Mr Hartzer has
acted fraudulently or dishonestly, or is
in material breach of his obligations, his
restricted shares (whether or not vested)
that are subject to a holding lock under the
CEO RSP will be forfeited, unless the Board
determines otherwise.

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Westpac
2018 Annual General Meeting
The Board may in certain circumstances also
adjust the number of unvested restricted
shares downwards, or to zero (in which case
they will lapse). This may occur in order
to respond to significant misconduct by
Mr Hartzer which may result in significant
financial and/or reputational impact
to Westpac.
5.2 LTVR
Subject to the Board’s discretion, all unvested
performance share rights lapse when
Mr Hartzer’s employment with Westpac
ceases, except where the cessation of
his employment:
•is due to his death, or total and permanent
disablement; or
•occurs in certain circumstances (such as
a change of control where certain other
conditions are met).
Unvested performance share rights held by
Mr Hartzer will vest if his employment ceases
for any of the above reasons.
If, in the Board’s opinion, Mr Hartzer has acted
fraudulently or dishonestly, or is in material
breach of his obligations, the Board may
determine that his unvested performance
share rights under the CEO LTVR will lapse.
The Board may in certain circumstances also
adjust the number of unvested performance
share rights downwards, or to zero (in which
case they will lapse). This may occur in order
to respond to significant misconduct by
Mr Hartzer which may result in significant
financial and/or reputational impact
to Westpac.

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2018 Annual General Meeting
5.3 Termination benefits
Early vesting of Mr Hartzer’s deferred STVR
and LTVR awards in the circumstances
outlined above may amount to the giving of
a termination benefit.
The Board also has discretion in relation
to performance share rights and unvested
restricted shares where Mr Hartzer ceases
employment under certain circumstances
that do not involve serious misconduct. This
discretion enables the Board to vest or leave
the performance share rights on foot, subject
to the performance hurdles.
In relation to the deferred STVR awards,
the discretion enables the Board to leave
unvested restricted shares on foot and vest
on the expiry of the full term stated in the
CEO RSP.
The Board may determine to exercise
discretion in relation to STVR and LTVR
awards in circumstances where Mr Hartzer’s
employment ceases without fault on his
part. In determining whether to exercise
discretion, the Board will take into account
all relevant circumstances, which may include
Mr Hartzer’s (and Westpac’s) performance
against applicable performance hurdles at
the date of cessation, as well as Mr Hartzer’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 Hartzer by reason of early
vesting of any of his 2019 deferred STVR and
LTVR awards or the exercise of the Board’s
discretion that his unvested restricted shares
and performance share rights will not lapse,
cannot be determined in advance. This is
because, in addition to the factors listed
above, the value at the date of cessation of
employment will also depend upon:

22
Westpac
2018 Annual General Meeting
•the number of securities initially granted as
part of a deferred STVR or LTVR award;
•the date when, and circumstances in which,
Mr Hartzer ceases employment;
•Westpac’s share price at the date of vesting;
and
•the number of unvested securities held by
Mr Hartzer at the time of cessation.
6. Further information
(a) No loans are, or will be, granted to Mr Hartzer
in connection with participation in either the
CEO RSP or the CEO LTVR.
(b) Details of shares issued under the CEO RSP
and performance share rights granted under
the CEO LTVR will be published in each
Annual Report relating to the period in which
the securities were issued. The Annual Report
will note that approval for issue of those
securities was obtained under ASX Listing
Rule 10.14.
(c) Mr Hartzer is the only Director of Westpac
entitled to participate in the CEO RSP and
the CEO LTVR. If shareholders vote in favour
of Item 3, no additional person who becomes
entitled to participate in the CEO RSP or the
CEO LTVR will participate until approval is
obtained under ASX Listing Rule 10.14.
(d) Mr Hartzer is not permitted to trade in
securities received under the CEO RSP or
CEO LTVR until they have vested. After
vesting, trading must comply with Westpac’s
Securities Trading Policy. Restricted shares
carry dividend and voting rights during the
restriction period. Performance share rights
do not receive dividends and do not have
voting rights.
(e) If shareholder approval is obtained, the
issue of restricted shares and performance
share rights (and the shares underlying
the performance share rights) will be

23
Westpac
2018 Annual General Meeting
approved for the purposes of all applicable
requirements, including sections 200B and
200E of the Corporations Act and ASX Listing
Rule 10.14.
(f) Westpac will issue the restricted shares in or
about December 2019 and performance share
rights in December 2018, and in any event, no
later than three years after the AGM.
(g) Mr Hartzer was awarded 47,384 shares under
the FY17 CEO RSP with a value of $1,490,730
and 197,654 share rights under the FY18 CEO
LTVR with a value of $2,528,000.
Further information on the CEO RSP and CEO
LTVR is available in the Remuneration Report.
Details on the voting exclusion which applies
to this Item can be found earlier in this Notice
of Meeting.
The Board (other than Mr Hartzer) unanimously
recommends shareholders vote in favour of
Item 3.
The Chairman of the AGM intends to vote all
available proxies in favour of this Item.
Item 4: Re-Election and Election of Directors
Mr Peter Hawkins is retiring from the Board in
accordance with the Constitution and is not seeking
re-election.
Mr Craig Dunn is retiring by rotation at this meeting
in accordance with the Constitution and is offering
himself for re-election.
Mr Peter Nash joined the Board on 7 March 2018 and
is offering himself for election.
Ms Anita Fung joined the Board on 1 October 2018
and is offering herself for election.

24
Westpac
2018 Annual General Meeting
(a) Craig Dunn
BCom, FCA, Age 55
Mr Dunn has been an
independent Non-executive
Director of Westpac since
June 2015.
Mr Dunn has more than
20 years’ experience in financial
services, including as CEO of
AMP Limited from January
2008 to December 2013.
Mr Dunn was previously a Director of Financial
Literacy Australia Limited and a Board member
of the Australian Japanese Business Cooperation
Committee and the New South Wales
Government’s Financial Services Knowledge
Hub, and former Chairman of the Investment and
Financial Services Association (now the Financial
Services Council). He was also a member of
the Financial Services Advisory Committee, the
Australian Financial Centre Forum, the Consumer
and Financial Literacy Taskforce and a Panel
member of the Australian Government’s Financial
System Inquiry.
Mr Dunn is currently the Chairman of the
International Standards Technical Committee on
Blockchain and Distributed Ledger Technologies
(ISO/TC 307) and the Co-chair of the Australian
Government’s Fintech Advisory Group. Mr Dunn
is a Board member of Jobs for New South Wales,
a member of each of the ASIC External Advisory
Panel and the New South Wales Government’s
Quantum Computing Fund Advisory Panel and a
consultant to King & Wood Mallesons.
Mr Dunn is also currently the Chairman of Stone
and Chalk Limited (retiring effective 27 November
2018) and the Australian Ballet, a Director of
Telstra Corporation Limited and a member of the
Australian Government’s Fintech Advisory Group.
Mr Dunn does not have a relationship with
Westpac, other than as a Director, as a customer

25
Westpac
2018 Annual General Meeting
and as a shareholder. Mr Dunn does not have a
relationship with any other Director.
Mr Dunn is the Chairman of the Board
Remuneration Committee and a member of
each of the Board Risk & Compliance and Board
Nominations Committees.
The Board considers Mr Dunn to be an
independent director.
The Board (other than Mr Dunn) unanimously
recommends shareholders vote in favour of the
re-election of Mr Dunn to the Board.
The Chairman of the AGM intends to vote all
available proxies in favour of this Item.
(b) Peter Nash
BCom, FCA, F Fin, Age 56
Mr Nash has been an
independent Non-executive
Director of Westpac since
7 March 2018.
Mr Nash was a Senior Partner
with KPMG until September
2017, having been admitted
to the partnership of KPMG
Australia in 1993. He most
recently served as the National Chairman of
KPMG Australia from 2011 until August 2017, where
he was responsible for the overall governance
and strategic positioning of KPMG in Australia.
In this role, Mr Nash also served as a member of
KPMG’s Global and Regional Boards. Mr Nash’s
previous positions with KPMG included Regional
Head of Audit for Asia Pacific, National Managing
Partner for Audit in Australia and Head of KPMG
Financial Services.
Mr Nash 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. Mr Nash has
also provided financial and commercial advice to

26
Westpac
2018 Annual General Meeting
many Government businesses at both a Federal
and State level. Mr Nash is a former member
of the Business Council of Australia and its
Economic and Regulatory Committee.
Mr Nash is a Board member of the Koorie
Heritage Trust and Migration Council Australia
and is an Advisory Board member of the
University of Melbourne Centre for Contemporary
Chinese Studies.
Mr Nash is Chairman of Johns Lyng Group Limited
and a Director of Reconciliation Australia Limited
and Golf Victoria Limited.
Mr Nash does not have a relationship with
Westpac, other than as a Director, as a customer
and as a shareholder. Mr Nash does not have a
relationship with any other Director.
Mr Nash is a member of the Board Audit and
Board Risk & Compliance Committees.
The Board considers Mr Nash to be an
independent director.
The Board (other than Mr Nash) unanimously
recommends shareholders vote in favour of the
election of Mr Nash to the Board.
The Chairman of the AGM intends to vote all
available proxies in favour of this Item.
(c) Anita Fung
BSocSc, MAppFin, Age 57
Ms Fung has been an
independent Non-executive
Director of Westpac since
1 October 2018.
Ms Fung has over 30 years’
experience in the banking
industry including 19 years
at HSBC. During her time at
HSBC, Ms Fung held a number
of senior management roles including Group
General Manager, HSBC Group and most recently
as the Chief Executive Officer, Hong Kong from

27
Westpac
2018 Annual General Meeting
2011–2015. Prior to joining HSBC, Ms Fung held
various positions at Standard Chartered Bank in
its Treasury and Capital markets business.
Ms Fung is a former Chairman of HSBC Global
Asset Management (Hong Kong) Limited and a
former Director of each of HSBC Bank (China)
Company Limited, Hang Seng Bank Limited and
Bank of Communications Co., Ltd. Ms Fung is also
a former Chairman of the Hong Kong Association
of Banks and was previously a Board Member of
the West Kowloon Cultural District Authority.
Ms Fung is currently a Director of each of Hong
Kong Exchanges and Clearing Limited, China
Construction Bank Corporation and Hang
Lung Properties Limited. Ms Fung is also an
Independent Non-executive Member of the
Airport Authority Hong Kong Board.
Ms Fung was awarded the Bronze Bauhinia Star in
2013 for her contributions to the development of
the banking industry in Hong Kong.
Ms Fung does not have a relationship with
Westpac, other than as a Director. Ms Fung does
not have a relationship with any other Director.
Ms Fung is a member of the Board Risk &
Compliance Committee and Westpac’s Asia
Advisory Board.
The Board considers Ms Fung to be an
independent director.
The Board (other than Ms Fung) unanimously
recommends shareholders vote in favour of the
election of Ms Fung to the Board.
The Chairman of the AGM intends to vote all
available proxies in favour of this Item.

28
Westpac
2018 Annual General Meeting
Attending the AGM
Location Perth Convention and Exhibition Centre
BelleVue Ballroom
21 Mounts Bay Road
Perth Western Australia 6000
The Perth Convention and Exhibition Centre is in the
City of Perth, next to the Swan River. The venue is
close to bus and train stations and a ferry wharf, it
has access for taxis and its own car park. For more
information on the Perth Convention and Exhibition
Centre visit www.pcec.com.au.
How to get there
By car
The Perth Convention and Exhibition Centre
provides casual parking. Entry is via Mill Street,
Mounts Bay Road or the Riverside Drive exit on
the Mitchell Freeway. Access to the Level 1 Plaza
area is from Mill Street or Mounts Bay Road.
Information on City of Perth parking is available at
www.cityofperthparking.com.au.
By taxi
Taxis can drop passengers directly in front of the
Perth Convention and Exhibition Centre at the
designated Cab Spot Location. On departure, the
Perth Convention and Exhibition Centre provides
a taxi phone located at the Plaza Entry doors on
Level 1. The Cab Spot number is 1088.
By train
Elizabeth Quay train station, located on William
Street, is the closest train station to the Perth
Convention and Exhibition Centre and services
the Mandurah and Joondalup Railway Lines. Other
train stations within close proximity include the
Perth Underground station located on the corner of
William Street and Murray Street Mall (also servicing

29
Westpac
2018 Annual General Meeting
Swan River
MOUNT ST




S
T

MILL ST
SPRING ST
QUEEN ST

Trinity
Arcade
Piccadilly
Arcade
Forrest
Place
London
Court
Plaza
Arcade

BARRACK ST

MITCHELL FREEWAY

S
T
ST GEORGES TCE

Shafto Lane
Carillion
Arcade
MOUNTS BAY RD


PCEC
PERTH
UNDERGROUND
WELLINGTON ST
BUS STATION
PERTH
STATION
ELIZABETH QUAY
BUSPORT
ELIZABETH QUAY
TRAIN STATION
ELIZABETH QUAY
FERRY TERMINAL
BARRACK ST
JETTY
HOWARD ST
WILLIAM ST
Sherwood Court
HAY ST
MURRAY ST
WELLINGTON ST
Wolf Lane
KING ST
MILLIGAN ST
ELDER ST
RIVERSIDE DRIVE
the Mandurah and Joondalup Railway Lines) and
Perth station located on Wellington Street which is
across from Forrest Place (servicing the Armadale-
Thornlie Railway Line, Fremantle Railway Line and
the Midland Railway Line). Perth Underground
Station and Perth Station are connected by an
underground walkway. Timetables are available at
www.transperth.wa.gov.au.
By bus
Elizabeth Quay Busport is located on Mounts Bay
Road and is the closest to the Perth Convention and
Exhibition Centre. Many bus services depart and
arrive at this busport, including the free CBD ‘Blue
and Green CAT’ service. Another major busport is
Wellington Street Bus Station located next to Perth
Station on Wellington Street. Timetables are available
at www.transperth.wa.gov.au.

30
Westpac
2018 Annual General Meeting
By ferry
A ferry service operates across the Swan River
between Elizabeth Quay Jetty (Perth) and Mends
Street Jetty (South Perth). Elizabeth Quay Jetty
is a short walk to the Perth Convention and
Exhibition Centre. Timetables are available at
www.transperth.wa.gov.au.
Further information about travel to the
venue and parking can be found at
https://www.pcec.com.au/visit/getting-around/
or by calling (+61 8) 9338 0300. For public
transport information and timetables visit
www.transperth.wa.gov.au or call 13 62 13.
Venue security
Security arrangements will be in place at the venue,
including bag searches prior to AGM entry.
Cloakroom facilities
A cloakroom is available at the venue’s customer
service desk and is located on the second floor.
Webcast
For those shareholders unable to attend
in person, the AGM will be webcast live at
www.westpac.com.au/investorcentre and an archive
of the AGM will also be subsequently available.
Further information
For further information regarding the Westpac AGM,
please contact Link on (+61) 1800 804 255 (toll free
within Australia).

31
Westpac
2018 Annual General Meeting
The Westpac Group 2018 Notice of Meeting is
printed on PEFC certified paper. Compliance with the
certification criteria set out by the Programme for the
Endorsement of Forest Certification (PEFC) means
that the paper fibre is sourced from sustainable forests.

NOM2018 1018Westpac Banking Corporation ABN 33 007 457 141