Westpac Banking : 2016 AGM Notice of Meeting



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Westpac 2016 Annual General Meeting

Dear Shareholder

It is my pleasure to invite you to Westpac's Annual General Meeting (AGM) on Friday, 9 December 2016.

Venue: Hall L, Ground Floor, Adelaide Convention Centre Address: North Terrace, Adelaide, South Australia 5000 Date: Friday, 9 December 2016

Start time: 10:00 am (Adelaide time)

Registration: From 9:00 am (Adelaide time)

The AGM is an opportunity for Directors and Senior Executives to interact directly with shareholders and I hope you will be able to attend. This year, we have continued our plan of reaching out to a broader range of shareholders and I am pleased that we will be holding our AGM in Adelaide. For those planning to attend, please be assured that we are seeking 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 in the accompanying Notice of Meeting. For those unable to attend, we will webcast the proceedings live via our website www.westpac.com.au/investorcentre. An archive of the AGM will also be subsequently available.

For those who have elected to receive a hard copy of our Annual Report and/or our Annual Review (Reports), we normally distribute these with the Notice of Meeting. This year, given the shorter timeframe between the announcement of our Full-Year financial results and the AGM, we have dispatched hard copies of the Reports separately and these will arrive in due course. As with prior years, the Reports will also be available online once they have been lodged with

the ASX.

Our Chief Executive Officer, Brian Hartzer, and I will both speak at the AGM, and our presentations will also be available to view on our website soon after the AGM.

A key purpose of the AGM is to allow you to vote on matters put to the meeting. Those attending will be able to vote at the meeting. Those not able to attend the AGM, but who wish to vote on matters before the meeting, will need to appoint a Proxy. The easiest way to appoint a Proxy and direct them on how to vote is to do so online. This can be completed via our Share Registry's dedicated website vote.linkmarketservices.com/WBC. Alternatively you may use the form enclosed with this letter. Details on how to appoint a Proxy are included in the Notice of Meeting.

Holders of Westpac Convertible Preference Shares (CPS) are also invited to attend the AGM but, in accordance with the terms of those securities, are not able to vote.

As the AGM is the Board's opportunity to hear directly from you, should you be unable to attend but would like to submit questions on any matters related to the AGM, these can be submitted through the voting site above. Questions you submit will be considered in preparing my AGM address.

As always, our Directors and Senior Executives look forward to mixing with you informally over light refreshments at the conclusion of the AGM.

I look forward to welcoming you to the AGM. Yours sincerely,

Lindsay Maxsted

Chairman

9 November 2016

Westpac Banking Corporation ABN 33 007 457 141

Level 20, 275 Kent Street, Sydney NSW 2000 | www.westpac.com.au

Notice of Annual General Meeting

The Annual General Meeting (AGM) of Westpac Banking Corporation (ABN 33 007 457 141) (Westpac) will be held in Hall L, Ground Floor, at the Adelaide Convention Centre, North Terrace, Adelaide, South Australia 5000, on Friday,

9 December 2016, commencing at 10:00 am (Adelaide time).

Items of Business

1. Financial Reports

   To receive and consider the Financial Report and the Reports of the Directors and Auditor for the year ended 30 September 2016.

2. Remuneration Report

   To adopt the Remuneration Report for the year ended 30 September 2016.

3. Grant of equity to Managing Director and Chief Executive Officer

   To approve for all purposes, including ASX Listing Rule 10.14 and sections 200B and 200E of the Corporations Act 2001 (Cth) the grant of shares under the CEO Restricted Share Plan, and performance share rights and shares under the CEO Long Term Incentive Plan to the Managing Director and Chief Executive Officer, Brian Hartzer, in accordance with the rules of those Plans and on the terms summarised in the Explanatory Notes accompanying this Notice

   of Meeting.

4. Election of Directors

   To elect Directors:

5. Ewen Crouch who retires in accordance with the Constitution and, being eligible, offers himself for re-election.

6. Peter Marriott who retires in accordance with the Constitution and, being eligible, offers himself for re-election.

7. By order of the Board of Directors

   Timothy Hartin

   Group Company Secretary 9 November 2016

   Notes

8. Voting Exclusion Statement

   Resolutions 2 and 3 - Remuneration Report and Grant of equity to Managing Director and Chief Executive Officer

   Resolutions 2 and 3 are directly or indirectly related to the remuneration of a member of the Key Management Personnel (KMP) of Westpac. Westpac's KMP are set out in Westpac's 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" of a KMP is defined in the Corporations Act and includes a spouse, dependant 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 Resolution 2, in any capacity, by or on behalf of a member of the KMP or that KMP's closely related parties. Westpac will also disregard any votes cast on Resolution 2 and Resolution 3 as Proxy by any member of the KMP at the date of the AGM or that KMP's closely related parties, unless the vote is cast:

   • by a Proxy for a person entitled to vote, in accordance with the directions on the Proxy Form; or

   • by the Chairman of the AGM as Proxy for a person entitled to vote, in accordance with an express authority to vote undirected proxies as the Chairman sees fit.

     In addition, in accordance with the ASX Listing Rules, Westpac will disregard any votes cast on Resolution 3 by

     Mr Hartzer and any associate of Mr Hartzer. However, Westpac will not disregard a vote cast by Mr Hartzer as Proxy for a person who is entitled to vote, in accordance with the directions on the Proxy Form. Mr Hartzer is the only Director currently eligible to participate in an employee incentive scheme.

     Section 3 discusses how to appoint a Proxy.

9. Right to attend, speak and vote at the AGM*

   Investor	Right to attend and speak Right to vote
   Holders of ordinary shares	4	4
   Holders of Westpac Convertible Preference Shares (CPS)	4	7

   * Refer to Note 1 (Voting Exclusion Statement) regarding restrictions on voting.

   We use the term 'securityholder' throughout this Notice of Meeting to collectively refer to our ordinary shareholders and CPS holders.

   For the purposes of the AGM, securities will be taken to be held by the persons who are registered as the holders of those securities at 7:00 pm (Adelaide time) on Wednesday, 7 December 2016.

10. Appointing a Proxy

    • Ordinary shareholders are entitled to appoint up to two Proxies to act at the AGM on their behalf, and to vote in accordance with their instructions on the Proxy 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.

      Westpac Banking Corporation ABN 33 007 457 141

      3

    • Appoint your Proxy online via the website of our Share Registrar, Link Market Services Limited (Link),

      at vote.linkmarketservices.com/WBC. Follow the prompts and have your SRN or HIN available. Alternatively, completed Proxy Forms (together with any authority under which a Proxy Form is signed, or a certified copy of that authority) may be delivered to Link in the following ways: scanned and emailed to

      vote@linkmarketservices.com.au; posted to Link Market Services Limited, Locked Bag A6015, Sydney South, NSW 1235, using the enclosed return envelope; hand delivered to Link Market Services Limited at

      1A Homebush Bay Drive, Rhodes, NSW 2138; or by facsimile to (+ 61 2) 9287 0309.

    • All Proxies must be appointed (either online or Proxy Forms received) by 10:00 am (Adelaide time - which is 10:30 am Sydney time) on Wednesday, 7 December 2016.

    • If a Proxy is instructed to abstain from voting on a Resolution, they must not vote on the shareholder's behalf, and any vote will not be counted.

    • If you appoint a Proxy (other than the Chairman of the AGM) and direct them how to vote, the Chairman of the AGM must cast those Proxy votes on your behalf if your Proxy does not do so.

    • If you appoint the Chairman of the AGM as your Proxy (or if he is appointed by default), and no direction is provided in relation to Resolution 2 or Resolution 3, you will be expressly authorising the Chairman to exercise your Proxy as the Chairman sees fit in relation to those Resolutions, even though those Resolutions 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 how to vote on a Resolution, including Resolution 2 and Resolution 3, you should specify this by completing the "For", "Against" or "Abstain" boxes on the Proxy Form.

    • 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 Resolution 2 and Resolution 3 by completing the "For", "Against" or "Abstain" boxes on the Proxy Form. If you do not, your Proxy will not be able to exercise your vote for that Resolution.

    • Shareholders are encouraged to consider how they wish to direct their Proxies to vote. Other than as described above for Resolution 2 and Resolution 3, if a Proxy is not directed how to vote on a Resolution, the Proxy may vote, or abstain, as they see fit. Should any Resolution, other than those specified in this Notice of Meeting, be proposed at the AGM, a Proxy may vote on that Resolution as they see fit.

    • Further instructions on appointing Proxies are available on the reverse of the Proxy Form or online at

      vote.linkmarketservices.com/WBC.

11. Undirected proxies

    The Chairman of the AGM intends to vote all available proxies in favour of all Resolutions.

12. 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.

13. Voting by poll

Voting on Resolutions at the AGM will be conducted by poll. Further details on the poll will be provided at the AGM.