UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

November 4, 2019

 

Commission File Number 1-10167

 

WESTPAC BANKING CORPORATION

(Translation of registrant’s name into English)

 

275 KENT STREET, SYDNEY, NEW SOUTH WALES 2000, AUSTRALIA

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports

under cover of Form 20-F or Form 40-F.

 

Form 20-F              x                       Form 40-F                        

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  __________

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ___________

 


 

Index to Exhibits

 

Exhibit
No.

 

Description

 

 

 

1

 

2019 Westpac Group Annual Review & Sustainability Report

2

 

Westpac 2019 Annual General Meeting Notice of Meeting

 


 

SIGNATURES

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

WESTPAC BANKING CORPORATION

 

(Registrant)

 

 

 

 

 

 

 

Date:    November 4, 2019

By:  /s/ Leisha White                       

 

Leisha White

 

Practice Leader

 


Exhibit 1

 

2019 Annual Review & Sustainability Report Help when it matters.

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Help when it matters. Our commitment to helping started in 1817 when Westpac first opened its doors, helping to build a fledgling colony’s diversified economy and its own currency. Helping is at the heart of what we do and is central to our vision to become one of the world’s great service companies. Whether it’s helping customers buy and pay off their homes, manage their finances or kick start a business – or by supporting them in times of change or difficulty – we are there to help in the moments that matter. By getting service right, customers benefit, the community benefits and shareholders benefit. Cover image and this page: Westpac’s 2019 ‘Baker of Beirut’ campaign. Watch the ad at www.westpac.com.au Westpac Banking Corporation ABN 33 007 457 141

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[LOGO]

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2 WESTPAC GROUP Westpac’s 2019 Reporting Suite. Westpac’s annual reporting suite brings together the Group’s financial, non-financial, risk and sustainability performance for the year, as well as other shareholder information. It includes the key disclosures listed below under the heading of the primary area of focus (noting there is some overlap). This Annual Review and Sustainability Report brings together key elements of the entire suite. ANNUAL REVIEW AND SUSTAINABILITY REPORT NAVIGATION ICONS Annual General Meeting Westpac’s Annual General Meeting (AGM) will be held at 10am (Sydney time) on Thursday, 12 December 2019 at: International Convention Centre Sydney Darling Harbour Theatre, Level 2, 14 Darling Drive Sydney NSW 2000 The AGM will be webcast live and available via on Westpac’s website at www.westpac.com.au/investorcentre. Additional reporting information Visit our Investor Centre at www.westpac.com.au/investorcentre. Read more or refer to another report for information. Watch this video Case study www.westpac.com.au/ 2019annualreport All figures in this Review are on a cash earnings basis and are for the 12 months ended 30 September 2019 unless otherwise indicated. All comparisons are against results for the 12 months ended 30 September 2018 unless otherwise indicated. All dollar amounts are in Australian dollars unless otherwise indicated. For an explanation of cash earnings and reconciliation to reported results, refer to the Group’s 2019 Full Year Financial Results announcement. Financials Governance Sustainability • ANNUAL REPORT • 2019 FULL YEAR FINANCIAL RESULTS • FY19 INVESTOR DISCUSSION PACK • PILLAR 3 REPORT • CORPORATE GOVERNANCE STATEMENT • REMUNERATION REPORT (PART OF ANNUAL REPORT) • SUSTAINABILITY PERFORMANCE REPORT

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2019 ANNUAL REVIEW & SUSTAINABILITY REPORT CONTENTS 3 Contents. Case study, page 23 38. Executive Team 174c $907bn ABOUT WESTPAC 04. 06. 2019 Year About in review Westpac 08. Our Strategy REPORT & LETTER 10. Chairman’s Report 16. CEO Shareholder Letter SUSTAINABILITY 26. Building a sustainable future YEAR IN REVIEW HIGHLIGHTS CUSTOMERS 1% CASH EARNINGS PER SHARE 14.2m198.2c16% DIVIDENDS PER SHARE TOTAL ASSETS3% Case study, page 21 GOVERNANCE 36. Board of Directors 40. Remuneration 42. Five-year summary 44. Financial calendar

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ABOUT WESTPAC 4 2019 YEAR IN REVIEW WESTPAC GROUP 2019 Year in review. HELPING Customers 2019 has been a significant year for Westpac. It has been a period of industry change: of a Royal Commission; of heightened regulatory scrutiny; of increased competition; of ongoing digital adoption; and of a shifting economic environment. We’ve faced into these developments by stepping up on our programs of work to address the issues, investing more in risk and compliance, and refunding customers where we’ve got it wrong. These programs of work are a significant and necessary investment that will strengthen our business for the long term and deliver improved outcomes for customers, for our employees, for shareholders and for the community. Against this backdrop, Westpac reported cash earnings of $6,849 million for the year, down 15% on 2018. Costs of our investment in compliance and regulatory change along with provisions associated with customer remediation payments and costs accounted for the majority of the decline, although the effects of competition and a slowing economy also contributed. In particular, we have experienced reduced interest margins, slower growth and a reduction in wealth management and insurance income. However, our balance sheet remains strong across capital, liquidity, funding and asset quality. Our common equity tier 1 capital ratio remains above APRA’s unquestionably strong benchmark, key liquidity ratios are ahead of regulatory minimums and we have maintained a sound funding mix. 2019 performance is discussed in more depth in the Chairman’s Report and CEO Letter. Supporting customers and businesses in Australia and New Zealand. CUSTOMERS 14.2m 1% CUSTOMER DEPOSITS $525bn TOTAL BUSINESS LENDING $152bn AUSTRALIA $32bn NEW ZEALAND ($NZ) 1% TOTAL HOME LENDING $449bn AUSTRALIA $52bn NEW ZEALAND ($NZ) DIGITALLY ACTIVE CUSTOMERS 5.8m See Chairman’s Report and CEO Letter for more on 2019 performance.

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ABOUT WESTPAC 2019 ANNUAL REVIEW & SUSTAINABILITY REPORT  5 SUPPORTING Shareholders ENGAGING Employees CONTRIBUTING TO Communities Returning value to Westpac’s 610,000+ shareholders, the majority being Australian individuals and super funds. Building a future-ready workforce with a culture focused on service and doing the right thing. Helping to create a prosperous nation for the benefit of all. CASH EARNINGS PER SHARE EMPLOYEES FTE1 33,288 PAID TO EMPLOYEES $5.0bn WOMEN IN LEADERSHIP ROLES2 50% EMPLOYEE COMMITMENT3 71% COMMUNITY INVESTMENT4 $130m CLIMATE CHANGE SOLUTIONS 198.2c 16% CASH RETURN ON EQUITY 10.8% $9.3bn EXPOSURE COMMITTED 225 BPS DIVIDENDS PER SHARE 174c EXPENSE TO INCOME RATIO 48.6% NET TANGIBLE ASSETS PER SHARE $15.36 TO FACILITATE CLIMATE SOLUTIONS5 $3.6bn INCOME TAX PAYMENT $3.0bn BANK LEVY $391m 4. Excludes commercial sponsorships. 5. Climate bonds and other green debt instruments. 1. Full time equivalent. 36,311 headcount. 2. Proportion of women (permanent and maximum term) in leadership roles across the Group, including the CEO, Group Executives, General Managers, senior leaders with significant influence on business outcomes (direct reports to General Managers and their direct reports), large (3+) team people leaders three levels below General Manager, and Bank and Assistant Bank Managers. 3. Employee Commitment Index measured monthly, six month rolling average. See our broader economic contribution on page 9 of this report.

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ABOUT WESTPAC 6 ABOUT WESTPAC WESTPAC GROUP About Westpac. responsible for the Group’s insurance mortgage insurances. Note: % contribution adds up to 112% because Group Businesses recorded negative cash earnings (mostly head office activities, and are not shown here). Supporting customers through four divisions. Contribution to Group cash earnings. Founded in 1817, Westpac is Australia’s first bank and oldest company. Westpac is one of four major banks in Australia and one of the largest banks in New Zealand. We provide a broad range of consumer, business and institutional banking and wealth management services to over 14 million customers through a portfolio of financial services brands and businesses. At 30 September 2019, our market capitalisation was $103 billion with over $907 billion of total assets. See full descriptions of our divisions in our 2019 Annual Report and performance in our 2019 Full Year Results. Consumer Serves the banking needs of consumer customers in Australia. Consumer is also business, which covers the manufacture and distribution of life, general and lenders 48% Business Serves the banking needs of small-to-medium enterprises and commercial and agribusiness customers across Australia. Business is also responsible for specialist auto and equipment finance, Private Wealth, the manufacture of investments, superannuation and retirement products as well as wealth administration platforms. 35% Westpac Institutional Bank Delivers a broad range of financial services to commercial, corporate, institutional and government customers operating in and with connections to Australia and New Zealand. 15% Westpac New Zealand Delivers banking, wealth and insurance services for consumer, business and institutional customers across New Zealand. 14%

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ABOUT WESTPAC 2019 ANNUAL REVIEW & SUSTAINABILITY REPORT  7 HOUSEHOLD DEPOSIT MARKET SHARE1 MORTGAGE MARKET SHARE2 BUSINESS CREDIT MARKET SHARE2 WEALTH PLATFORMS MARKET SHARE3 CONSUMER LENDING MARKET SHARE4 DEPOSIT MARKET SHARE4 1. APRA Banking Statistics, September 2019 2. RBA Financial Aggregates, September 2019. 3. Strategic Insights July 2019, All Master Funds Admin. 4. RBNZ, September 2019. Our portfolio of brands. We focus on our core markets to help meet the financial needs of customers. MARKET SHARE 22% AUSTRALIAN 23% AUSTRALIAN 17%AUSTRALIAN 18%AUSTRALIAN 18%NEW ZEALAND 18%NEW ZEALAND Pacific

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ABOUT WESTPAC 8 OUR STRATEGY WESTPAC GROUP Our Strategy. best-in-class service experience • Maintain a strong and differentiated brand portfolio focus on delivery Our company values Supporting our customer-focused strategy is a strong set of company-wide values See the CEO letter for a more detailed progress update. Vision Strategic Priorities To be one of the world’s great service companies, helping our customers, communities and people to prosper and grow. Customer Franchise • Deliver great customer outcomes with a • Enable channels to work together seamlessly • A highly engaged workforce with a renewed Digital transformation • Strengthen our data infrastructure and capabilities • Transform our platforms • Strengthen digital partnerships to efficiently close capability gaps • Create superior digital experiences for customers Performance disciplines • Be the best-managed bank in the sector across the dimensions of growth, productivity, return and strength • ‘Get it right, put it right’ initiative • Enhance execution proficiency • Drive structural cost reduction

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ABOUT WESTPAC 2019 ANNUAL REVIEW & SUSTAINABILITY REPORT  9 Westpac’s focus is on continuing to grow the value of our franchise by increasing customer numbers and building stronger and deeper customer relationships. This focus is supported by our unique portfolio of financial services brands that gives us the flexibility to meet the needs of a broader range of customers. financial decisions by being there most to them Performance Report for Integrity We earn trust by demonstrating the highest standards of honesty and ethical behaviour Service We are here to help and delight our customers One Team We collaborate to deliver the best outcomes for our customers and the company overall Courage We challenge the status quo and find a way to make things better Achievement We strive for excellence and deliver results 2019 Progress Sustainability Priorities PROGRESS • # 1 Commercial, SME & Micro NPS • # 3 Consumer NPS; closing gap to #1 • Strong service ethos and disciplines • ‘Help when it matters’ brand campaign supporting customer growth PROGRESS • Customer Service Hub rolled out for Westpac first party mortgages • Panorama build complete; fastest-growing platform in market ($23bn in FUA) • New Payments Platform complete; c. 40% of all payments in the market • No Severity 1 incidents in FY19 PROGRESS • New customer based management structure across States • Significant investment in 1st and 2nd line risk and compliance systems and capabilities • Exited financial planning business • $405m in productivity savings Helping people make better Helping people when it matters Helping people create a prosperous nation See our Sustainability more information.

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REPORT 10 CHAIRMAN’S REPORT LINDSAY MAXSTED WESTPAC GROUP Chairman’s Report A challenging period for the financial services sector, and for Westpac. have been rated the most sustainable bank in Australia (and rated 9th in world) by the Dow Jones Sustainability Index. Noting our overall position, we do however face a number of challenges. Over the last 12 months we have faced into these, sought to work through the issues and commenced a number of programs to further strengthen our position – particularly in enhancing our approach to governance and risk management. We will continue to do so. A challenging year This year has been a challenging period for the financial services sector, and for Westpac. At an industry level, the repercussions from the Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry (Royal Commission) have continued, self-assessments into governance, culture and accountability have been completed, and there has been an increase in regulatory actions and remediation costs. The operating environment has also become more difficult with lower economic growth, historically low interest rates, and even more competition from international banks, non-banks and niche players. Despite the challenges presented by the environment, our capital remains above the Australian Prudential Regulation Authority’s (APRA) unquestionably strong benchmark, our funding and liquidity is sound, and our customer franchise is healthy with a market share of around 20% across most of the major segments in which we operate. At the same time we Royal Commission Last year in my letter to you I spoke about the impact of the Royal Commission and the lessons for Westpac. These were: 1. that we were slow to focus on non-financial risks such as conduct, compliance and reputation; 2. we did not fully appreciate the underlying risks in the financial planning business; and 3. that some remuneration arrangements inadvertently contributed to poor behaviour.

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REPORT 2019 ANNUAL REVIEW & SUSTAINABILITY REPORT  11 Having identified many of our shortcomings last year, our focus this year has been on fixing the issues and beginning to restore the trust that you and customers have placed in us. Dealing with these lessons in reverse order, we have already made a number of changes in remuneration across the organisation to reduce potential conflicts and ensure the right incentives are in place for employees. We’ve also made changes to executive remuneration – which I discuss further below. In relation to the second lesson, in March this year, following a detailed review, we announced our decision to exit the financial planning business. As part of this change we ceased providing personal financial advice by salaried financial advisers under our own brands and discontinued the practice of enabling independent advice groups to operate under our licence. On non-financial risks, in addition to some of the findings of the Royal Commission we completed a detailed analysis through our Culture Governance and Accountability (CGA) self-assessment. This report was produced for the Board and APRA and provided a thorough assessment of our strengths and weaknesses in risk culture, governance and accountability. The report was prepared by a dedicated team supported by Oliver Wyman (a global independent expert in financial services) and is available on our website. The CGA self-assessment indicated that “Westpac’s governance, accountability and culture settings, in their totality generally support sound management of the Group’s non-financial risks.” The report also highlighted that “Westpac’s management of non-financial risks… remains generally less mature than its management of financial risks and this factor is likely near, or at the root cause of many of Westpac’s non-financial risk related issues.” In other findings, the report indicated that some of Westpac’s strengths had side effects that impacted the Group’s culture. For example, the Group’s strong focus on financial risk has contributed to an “organisational imperative for safety” and a tendency to over-analyse issues. On the face of it this could be a strength for a large financial institution however, these characteristics have also meant that we have tended to be slow in decision-making and weak on execution. Enhancing Governance In response to the findings of our CGA self-as sessment, we have commenced a detailed program of work to fix the issues. This work is also aligned with our Royal Commission Response plan. While there is still much to do we have nevertheless made significant progress: • Of the 45 recommendations in our CGA self-assessment, 40% have now been implemented. • Of the 49 Royal Commission recommendations that require action by us, 11 have been implemented and progress is underway with a further 11. The remaining 27 recommendations require further clarity or legislative change before we can fully progress but we are doing all we can now. I want to highlight that the Board sees these changes as a positive and necessary investment in Westpac’s long-term sustainability and we are monitoring progress closely. However I do not want to underestimate the task ahead of us. It is complex and it will take some time before we can claim completion. That said, we are determined to invest what is necessary to complete our plans and build an even more sustainable organisation. Shareholders should also be aware that the increase in scrutiny may result in further regulatory action and litigation against your company. We will continue to investigate these matters fully and impartially and where we recognise we have done the wrong thing we will take responsibility; and if customers have been affected we will put things right. There will at times however be genuine disagreement with regulators and in those cases we will continue to engage constructively. OTHER EXPENSES IMPAIRMENT CHARGES Sharing returns WHERE WESTPAC’S REVENUE GOES 4% 3% 29% 15% 25% 24% $20.6bn1 2019 REVENUE $6.0bn DIVIDENDS $5.0bn STAFF EXPENSES $5.1bn MOSTLY SUPPLIERS $3.0bn 30.4% INCOME TAX RATE $0.7bn RETAINED FOR GROWTH $0.8bn 1. Reported profit basis.

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REPORT 12 CHAIRMAN’S REPORT LINDSAY MAXSTED WESTPAC GROUP Commission 76 to Westpac. and Financial Services Industry recommendations that presently a number of shortcomings across CASE STUDY Royal Commission Westpac’s Royal response. PROGRESS 49 11 RECOMMENDATIONS 27 BY WESTPAC Change is underway across Westpac Royal Commission response is well as we respond to the findings of the underway and a dedicated team is Royal Commission into Misconduct coordinating the implementation of in the Banking, Superannuation all the recommendations applicable (Royal Commission). Response plan progress The Royal Commission highlighted Of the 49 Royal Commission the financial system, including in the apply to Westpac: management of non-financial risks, • 11 have been implemented. We have employee incentive models and the either established new practices and treatment of customers. Released in procedures to meet recommendations February 2019, the Final Report made or we have existing practices 76 recommendations to address the consistent with the recommendations shortcomings, 49 of which presently• 11 are being implemented. apply to Westpac.Implementation work is in progress Westpac has taken important lessons to meet recommendations. Some from the findings and we are taking recommendations will require action, alongside other programs legislative or regulatory action before and initiatives – including our Culture,implementation can be completed Accountability and Governance self-• 27 require legislative or regulatory assessment action plan – to strengthen action before implementation work our management of non-financial can commence. We are undertaking risk, improve culture and enhance our preparatory work where possible, handling of complaints. including through participation in With Group Executive accountability Government consultation and Board oversight, Westpac’s See Westpac’s website at www.westpac.com.au for more on the progress of our Royal Commission response plan and details of the recommendations. NO ACTION REQUIRED IMPLEMENTED IMPLEMENTATION UNDERWAY LEGISLATIVE/REGULATORY ACTION REQUIRED

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REPORT 2019 ANNUAL REVIEW & SUSTAINABILITY REPORT 13 Our financial performance was disappointing... although our balance sheet, liquidity and credit quality remain strong. Financial Performance This year our financial performance was disappointing. While we have continued to grow the balance sheet, and customer numbers, the significant costs associated with remediating customers, improving governance and responding to regulatory change have contributed to a reduction in earnings. Brian will deal with financial performance in more detail in his letter but let me cover the key points. Reported net profit in Full Year 2019 was $6,784 million down from $8,095 million in 2018. Cash earnings (our preferred measure of performance) for the year ended 30 September 2019 was $6,849 million, 15% lower than the 2018 financial year. To put performance in perspective, of the $1,216 million decline in cash earnings, $849 million was due to higher costs associated with customer remediation and costs associated with exiting financial planning, what we have called ‘notable items’. The remaining decline was mainly due to lower interest margins, a decline in wealth management and insurance revenue and increased regulatory and compliance costs. On the balance sheet, liquidity, funding and credit quality remain strong. Our key liquidity ratios continue to remain comfortably above regulatory minimums and we have maintained a sound funding mix. Credit quality has continued to be a highlight with all elements of the portfolio in good shape. The ratio of stressed assets to total committed exposures has remained near cyclical lows at 1.20%, while impaired assets represent just 0.25% of total lending. There has been some increase in consumer delinquencies over the last couple of years consistent with the softening in the economy but this is not unexpected. In setting the dividend, the Group seeks to maintain a payout ratio that is sustainable, which we currently assess as being around 70–75%. While the final dividend payout ratio is above this level, if we exclude the notable items referred to earlier, the payout ratio, on a cash earnings basis is 71%. It is also worth highlighting that the Bank Levy has continued to weigh on earnings and on returns to shareholders. This year, the Bank Levy was equivalent to around 8 cents per share (4 cents per share each half). The Bank Levy is based on the size of certain liabilities, not on earnings. Accordingly, while earnings were lower this year, the Bank Levy was higher. The final ordinary dividend will be paid on 20 December 2019 with the record date of 13 November 2019. Capital Reflecting our priority for strength, Westpac has materially strengthened its capital position over many years with our ordinary equity almost doubling since 2009 while our asset base has increased by closer to 50% – a material reduction in gearing. Our CET1 capital ratio started the decade below 7% and at September 2019 was 10.67%. Despite this position, the lower earnings and a variety of changes in the calculation of the components of the CET1 capital ratio (CET1 capital and risk weighted assets) has meant that, absent any action on our behalf, we would not have had a sufficient buffer above APRA’s unquestionably strong benchmark of 10.5%. As a result, the Board has taken the decision to raise capital through an institutional placement and a share purchase plan to raise around $2.5 billion. The raising is expected to lift the Group’s capital ratios by around 58 basis points giving us extra capacity to support customers, including if the economy weakens, while increasing the buffer for any additional factors that may impact capital in the period ahead, including regulatory actions, litigation or changes in APRA or RBNZ capital requirements. Remuneration At our 2018 AGM, we received a significant vote against the adoption of our 2018 Remuneration Report and, as a result, incurred a ‘first strike’. In accordance with Australia’s Corporations Act, if we receive a ‘second strike’ against our 2019 Remuneration Report, a separate resolution must be put to shareholders at the 2019 AGM asking if they wish to hold an extraordinary general meeting, known as a ‘spill meeting’. I and the Board recognise that our decisions on executive remuneration in 2018 were not in line with shareholder expectations. In response, we have consulted extensively over the year to better understand shareholder views and act on their feedback. We met with groups of individuals with the help of the Australian Shareholders’ Association and we held a number of meetings with institutional shareholders and advisory groups. I have also received significant correspondence from shareholders. I greatly appreciate the time that shareholders have taken to share their thoughts directly with me and your Board. Dividends The Board also took the difficult decision this half to reduce the final 2019 dividend to 80 cents per share, fully franked. This is a 15% reduction on both the final 2018 dividend and the interim 2019 dividend of 94 cents per share. This dividend represents a final dividend pay-out ratio of 79% and a dividend yield of 5.4% (before franking). This brings the full year dividend to 174 cents per share, down from 188 cents per share in 2018. There were a number of factors that led to the decision to reduce the dividend and we recognise the impact on shareholders, but as a Board we must continue to prioritise strength and make decisions that we believe are in the best long-term interests of the company.

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REPORT 14 CHAIRMAN’S REPORT LINDSAY MAXSTED WESTPAC GROUP Full Year Results Investor Accountability Self-assessment culture, governance Authority (APRA), Westpac completed a CGA self-assessment identified non-financial risk, approach (CGA) self-assessment in November recommendations across five key areas. our culture. Read more about the CGA non-financial risks. plan is on-track to be finalised by 202111. reporting on non-financial risks, particularly in relation to customer complaints and General Manager scorecards • Introducing a more comprehensive risk “taxonomy” (catalogue of risks) to aid risk • Comprehensive review of our three lines of defence operating model of responsibility for all key direct reports of Accountable Persons • Simplified ‘Our Service Promise’ in June 2019, to make service expectations clearer a simplified user experience. We also updated our whistleblower program to reflect 1. Three out of the 45 (7%) recommendations are culture recommendations which will be ongoing and do not have a target closure date. As at 1 November, 2019. 2. At Westpac’s 2018 Annual General Meeting, shareholders voted against the Remuneration Report. CASE STUDY Read more about the CGA Culture, Governance and self-assessment in the 2019 Discussion Pack. Strengthening and accountability. Change is under way to strengthen Following the request from the As well as highlighting a number Westpac’s management of Australian Prudential Regulation of strengths across the Group, the to customer complaints and Culture, Governance and Accountability some shortcomings and proposed 2018. It examined Westpac’s risk 40% of the actions on Westpac’s action culture, governance and accountability plan, which is sponsored by the Chief frameworks and practices, and their Risk Officer and overseen by the Board, impact on the management of have been implemented and the entire self-assessment in the 2019 Full Year Results Investor Discussion Pack. Changes include: Board and executive governance Governance is being strengthened by enhancing Board and executive reporting, meeting effectiveness, management of non-financial risks and the Group’s governance structures. • Introduced changes to our Board and Committee reporting to provide clearer identification of principal risks, issues, options and assumptions, as well as enhancing Customer Through our centralised Customer and Corporate Relations division and complaints strategy, we are changing our complaints culture and making things better for customers. • Resetting the perception of complaints through Group-wide Navigate program, customer complaints training and ‘Spot It, Log It, Own It’ campaigns • Improved Group-wide complaints policy, framework and standards • Increasing accountability for customer complaints through specific KPIs in Executive • Using complaints data to identify root causes and use insights in product reviews Risk and compliance Strengthening Westpac’s three lines of defence and risk operating models by increasing clarity and accountability and enhancing risk infrastructure. • New Risk Management Framework with three lines of defence and risk culture at its centre assessment, measurement, mitigation and reporting • Clarification of roles and responsibilities in each line of defence Remuneration and accountability Strengthening conduct by clarifying accountability, enhancing remuneration practices and rewarding the right behaviours. • New business structure focussed on customer segments • Implemented Banking Executive Accountability Regime in 2018, including statements • Various changes to executive remuneration following shareholder feedback2 Culture Building a stronger culture of service with a particular focus on leadership, skills and behaviours. • New leadership development programs, including a program for Business Leaders and their direct reports focusing on better execution, accountability and culture leadership • Centralised the way we investigate concerns and introduced a new online system with legislative changes that took effect in July 2019.

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REPORT 2019 ANNUAL REVIEW & SUSTAINABILITY REPORT 15 Remuneration outcomes reflect accountability for performance. In my letter to shareholders accompanying the interim dividend earlier this year, I explained that the key concern of shareholders was that your Board did not apply sufficient discretion to short-term variable reward (STVR) outcomes in 2018, given Westpac’s flat financial performance in 2018 and the significant risk and reputation matters that arose. Shareholders also provided feedback on the overall quantum of executive pay, the use of a fair value allocation methodology to determine the award value of long-term variable reward and the lack of variability in short-term variable reward to executives over time. In response to this feedback, combined with your Board’s assessment, we made a number of changes to executive remuneration outcomes this year. The remuneration report discusses these in more detail, however the key features of remuneration in 2019 include: • The CEO has not received any STVR this year. At the same time, the CEO has had no increase in his base pay, and indeed he has not had an increase in his base pay since he commenced the role in 2015. • Group Executives received between 0% and 83% of their STVR. • The Board used its discretion to apply downward remuneration adjustments to two Group Executives and two former Group Executives in response to material risk and compliance matters that impacted the Group. These adjustments reduced 2019 STVR outcomes to zero for the two former Group Executives. Many of these adjustments related to events from prior periods. In addition, the Board exercised its discretion to apply downward adjustments to a portion of deferred STVR for two former Group Executives. • No LTVR vested for the CEO and Group Executives in 2019 as performance hurdles were not met. These awards typically make up around one third of each of the CEO’s or a Group Executive’s total remuneration; and • Director base fees were reduced by 20% for all current Non-executive Directors for the 2019 financial year. Changes have also been made to 2020 remuneration structures including the removal of fair value allocation methodology (and moving to face value) to determine the number of performance share rights issued under the LTVR to the CEO and Group Executives. This change contributes to a reduction in the total target remuneration of the CEO and Group Executives by 23% and 12.5%, respectively. We will continue to assess our approach to remuneration, taking into account shareholder feedback and new requirements which are being developed by APRA. Further details on Westpac’s 2019 performance, governance and remuneration outcomes, is available in our 2019 Annual Report and our Annual Review and Sustainability Report. The Board’s commitment In closing, I would like to reiterate a point from last year’s report; that your Board is here to represent shareholders and we shall unashamedly continue to do so, including striving to provide you with the best possible returns on your investment over the long-term. We recognise that we still have work to do to rebuild the platform that will improve Westpac’s sustainability and restore the trust that you, the community and customers have placed in us – our role will be to ensure that the plans we have put in place will be followed through. Finally, while the Board has been disappointed with the findings of the Royal Commission and the CGA self-assessment we recognise that Westpac is a truly special company. Westpac is Australia’s oldest company with a deep history of not only supporting its customers but supporting the nation and the communities in which we operate. A key part of Westpac’s progress is the incredible people whose hard work and dedication I see every day. It is these same people that will see Westpac emerge from this environment as an even stronger, sustainable company. Board renewal Over recent years, your Board has undergone significant renewal and I am confident the Board has the right mix of skills, experience and diversity to guide our business. This year we welcomed two new members to the Board: Margie Seale and Steve Harker. Margie has already proven to be a valuable addition to your Board with over 25 years of senior executive experience in both Australia and internationally. With a background in consumer goods and global publishing, Margie also has direct experience in how digital can disrupt traditional businesses, which is of great value to your Board. Steve Harker has strengthened the Board’s banking and financial services skills, with a particular focus on investment and institutional banking. Prior to joining the Board, Steve was Vice Chairman of Morgan Stanley Australia and was Managing Director of Morgan Stanley Australia for almost 20 years. LINDSAY MAXSTED Chairman Westpac Group

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LETTER 16 CEO SHAREHOLDER LETTER BRIAN HARTZER WESTPAC GROUP CEO Shareholder Letter In a watershed year, we have made significant changes to the way we serve customers, our business structure and in the technology we use to support our people and customers. Dear Shareholder, The 2019 financial year was a watershed year for the banking industry, and for Westpac. In response to the issues highlighted by the Royal Commission1 and our Culture, Governance, and Accountability (CGA) self-assessment2, various regulatory actions across the industry, and a rapidly evolving competitive environment, we have made significant changes to the way we serve customers, to our business structure, and in the technology we use to support our people and our customers. These changes include the implementation of the new Banking Code of Practice; new policies and approaches for supporting vulnerable customers; the decision to exit our financial planning business; the implementation of a number of new controls and compliance processes, particularly in lending; and the roll-out of a major new technology system – the Customer Service Hub – that provides the foundation for improving both service quality and cost over the next several years. We also booked significant provisions for customer remediation payments and costs associated with our former financial planning network and various other operational issues we identified as part of our ‘get it right, put it right’ initiative. Externally, we confronted the impact of significantly lower interest rates and a substantial fall in demand for lending. This coincided with increased competition from both traditional and new competitors, many of whom are being enabled by advances in digital and mobile technology. Due to these and other factors, our financial performance for the year was disappointing. I am acutely aware of the faith you place in us to look after your investment and deliver acceptable returns – including dividends. And I would like 1. Officially, “The Royal Commission into Misconduct in the Banking, Superannuation and Financial Services Industry”. 2. Westpac’s Culture, Governance and Accountability self-assessment (CGA) was produced for the Westpac Board and APRA. A copy is available on our website.

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LETTER 2019 ANNUAL REVIEW & SUSTAINABILITY REPORT 17 to assure you that, despite the unusually large number of challenges we faced this year, your management team is committed to investing in the changes needed to build a more sustainable business and deliver superior returns over time. As part of this commitment, we made further progress on our aspiration to be one of the world’s great service companies. This included improvements in service quality, digital transformation, productivity, and service culture. While much work remains, we finish this year stronger than we started, with a clear plan and a high quality, motivated workforce who are committed to improving execution and getting things done. As in previous years, my goal with this letter is to explain what happened this year, what we have achieved, and where we have fallen short. I also want to address the changing strategic environment that we face and how we are adapting so we emerge from this period as the best positioned bank to deliver sustainable returns into the future. I’ve organised this letter to respond to the following questions: 1. What drove financial performance this year? 2. Why are we raising capital? 3. How are we progressing on our key priorities? 4. How are we improving non-financial risks, culture, and governance? 5. How is the market evolving, and what are our priorities to respond? 6. What is the outlook for 2020? takes for people to clear their loans when they need to sell. Our institutional bank impaired assets to total exposure remain very low at just 0.08%, while in business lending, impaired assets to total exposure were up just 3 basis points to 0.62%, over the last 6 months. In New Zealand, the picture is similar with impaired assets to total exposure just 0.08%, with the ratio almost halving over the year. The quality of our credit book meant that impairment charges declined 2% to $794 million, representing 11 basis points of gross loans. We finished the year with a strong funding and liquidity position, which provides resilience in the event of market disruption. We fully funded new lending with customer deposits, and our Net Stable Funding ratio (which measures the proportion of our funding that comes from ‘sticky’ deposits and other long-term funding sources) was 112% – well above the 100% regulatory minimum. At the end of September, we held $144 billion in cash and other liquid assets, representing 127% of our short-term liabilities (the Liquidity Coverage Ratio). Our Common equity tier 1 capital ratio finished the year at 10.7%, and above APRA’s ‘unquestionably strong’ benchmark. (I will discuss our capital position in more detail later in this letter.) 1. What drove financial performance this year? We consider financial performance across four dimensions: strength, return, productivity, and growth. To be sustainable, banks must strike the right balance across all these dimensions – and we have had reasonable success on each. Balance sheet strength will always be our number one priority. The lessons of the 1991 recession (the importance of strong credit risk disciplines) and the 2008 Global Financial Crisis (the importance of strong funding, liquidity, and capital) are alive and well. Credit quality remained sound over the year, although as expected we did see a moderate deterioration in delinquencies on housing loans, with 0.88% of loan balances more than 90 days past due. This mostly reflects some increase in stress and a slowdown in housing turnover in certain parts of the country, increasing the time it AUSTRALIAN SHORT TERM $65bn SHAREHOLDER’S EQUITY stable over the year. lending in FY19 with the customer deposits to net loans ratio rising Funding and Liquidity AUSTRALIAN 249bn WHOLESALE FUNDING ONG TERM • Overall funding mix was relatively • Customer deposits fully funded OTHER OVERSEAS to 73.4% (up from 73.0% in 2018). 1. Total Gross Loans excludes provisions of $3bn. 2. $AUD. $718bn TOTAL GROSS LOANS1 $449bn HOME LOANS $152bn BUSINESS LOANS $21bn AUSTRALIAN PERSONAL LOANS $78bn2 NEW ZEALAND LOANS $17bn LOANS $839bn FUNDING $525bn CUSTOMER DEPOSITS – TERM DEPOSITS – SAVINGS $ – – L – SECU RITISATION

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LETTER 18 CEO SHAREHOLDER LETTER BRIAN HARTZER WESTPAC GROUP We achieved our productivity goal of delivering $405m in savings. Turning to returns, our overall financial result for FY19 was disappointing. Reported profit was down 16% to $6,784 million and cash earnings were $6,849 million in FY19, down 15% or $1,216 million. Performance was significantly impacted by notable items of $1,130 million (after tax) in FY19 – $849 million higher than the previous year and accounting for most of the decline in cash earnings. These notable items largely reflect provisions we’ve set aside for customer remediation and costs associated with exiting our financial planning business. Excluding notable items, cash earnings were $367 million lower – down 4% compared to FY18. This decline was mostly due to a 7 basis-point decline in margins to 2.16% as a consequence of a lower Treasury contribution and an extremely competitive environment. Earnings were also impacted by lower revenue in wealth management, and insurance. In wealth, revenue was down following the exit of our financial planning business, the removal of grandfathered commissions, the migration of MySuper accounts and the decision to reprice platform margins – each of which hurts revenue in the short term but supports customers and helps us build a more sustainable business. The lower Insurance income was primarily due to higher claims, particularly from the severe weather events (Qld storms and NSW hailstorms) experienced early in 2019. Given the challenging environment, productivity was a major focus this year. We achieved our productivity goal by delivering $405 million in savings. This reflected the continued progress on our digital agenda – as customers shift to self-service and we automate manual processes – as well as better supplier management and the implementation of a simpler management structure across the Group. Growth this year – particularly balance sheet growth – was relatively slow, reflecting lower credit demand in the economy, our risk appetite, and the decision to prioritise margin. In housing, we also implemented a number of changes to our loan assessment approach, and unfortunately, did so in a way that made the application process harder than it needed to be. Given industry competition, some customers and brokers diverted their business elsewhere – and our lending slowed. In response, we’re working hard to simplify our processes, with a number of improvements already rolled out. As a result, we expect home lending to contract early in the year but to be growing in line with the system by the end of the 2020 financial year. Small business growth has also been affected by more onerous lending requirements, given the links between many small business customers’ personal and business finances. Credit demand was also weaker among larger customers – including corporates – but this was more a function of weaker business sentiment and a softer economic outlook. The reduction in cash earnings, and an increase in the strength of our capital base, meant that the return on equity declined to 10.75% – down over 2 percentage points over the year. Given the importance of capital as a driver of return on equity, it is important to understand why we are raising capital at this point. CASH RETURN ON EQUITY (%) EXPENSE TO INCOME RATIO (%) 2. Why are we raising capital? Our common equity tier 1 (CET1) capital ratio of 10.7% remains well above the 8% minimum regulatory requirement and is ahead of APRA’s unquestionably strong benchmark. We hold around $46 billion in common equity, up $7 billion over the last three years. That capital provides the backing to absorb losses in the event of a downturn and forms part of the funding pool for our lending. In addition, banks with high capital backing are generally rewarded with higher credit ratings, which make it cheaper to borrow in capital markets, particularly offshore. Performance Metrics Cash earnings basis RETURNS MARGINS NET INTEREST MARGIN (%)1 EFFICIENCY LIQUIDITY COVERAGE RATIO (%) 1. 2015 and 2016 numbers have not been restated in line with current accounting standards. 2015121 2016 134 2017124 2018133 2019 127 201542.1 2016 42.1 201742.2 201843.8 2019 48.6 20152.08 2016 2.13 20172.19 20182.22 2019 2.12 201515.8 2016 14.0 201713.8 201813.0 201910.8

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LETTER 2019 ANNUAL REVIEW & SUSTAINABILITY REPORT 19 The complexity comes in the way regulators assess our capital position – usually through the ratio of capital to risk-weighted assets (the CET1 capital ratio). From time-to-time regulators recalibrate how they measure risk-weighted assets, and what should be included, or excluded, from the capital base. This in turn can reduce the reported capital ratio, despite the actual dollar amount of capital going up. In addition, earlier in the year APRA applied a $500 million capital overlay to Westpac (and other Major banks) until such time as we complete the actions from our CGA self-assessment. This overlay translated into a further reduction in our CET1 capital ratio of 16 basis points. At the end of September, our CET1 capital ratio would have been around 75 basis points higher had it not been for such developments. Looking ahead, we face continued uncertainty around APRA’s capital requirements, the potential for further regulatory actions and costs, and the earnings headwinds of low interest rates and higher compliance costs. Furthermore, the Reserve Bank of New Zealand is currently proposing to significantly increase the capital requirements for New Zealand Banks (although the amount of the increase is yet to be finalised). Given our priority for balance sheet strength, we concluded that the prudent course of action was to seek to raise $2.5 billion in capital, which increases our CET1 capital ratio by around 58 basis points. This capital is expected to increase our buffer above APRA’s unquestionably strong benchmark of 10.5% and position us to respond to potential future impacts on capital (indicated above) and continue to lend and support the economy in the event of a downturn. Our decision to reduce the dividend to 80 cents per share was not easy, as we know that many shareholders rely on our dividends for income. In addition, we carry a substantial balance of franking credits that we would like to distribute to our shareholders. However, with increased shares on issue and downward pressure on returns, we felt it was prudent to bring our payout to a range that allows us to retain sufficient capital to support future growth. available to eligible customers on an to the Salvation Army and $100,000 CASE STUDY Helping when it matters Helping customers through a one-in-five-hundred year flood. Westpac’s coordinated approach and personal necessities for the across banking and insurance customer and her children while the helped customers affected by the family home was assessed and repaired. recent Townsville flood get back “It was a massive relief for the customer on their feet.at an incredibly stressful time.” When a one-in-five-hundred year flood Flood relief struck Townsville in February 2019,Westpac provided over 435 Westpac trucked in its portable branchdisaster relief packages to flood-– known as our ‘bank in a box’ – to affected customers to help make help customers manage their banking,it easier for them to manage their process their insurance claims, and get finances, including providing them back on their feet. alternative arrangements such as The 40ft shipping container was repayment holidays. equipped with smart ATMs, an electronic Over 1,751 General Insurance claims night safe for small businesses to make were received, totalling $74 million. deposits, meeting rooms and video 1,394 claims have been finalised and conferencing facilities; and was staffed $55 million paid to customers. with employees ready to help. Alan Francis, a Senior Insurance Claims Westpac committed $50 million to a Consultant was part of the team on flood relief fund dedicated to helping the ground and helped customersfarmers rebuild their businesses. Loans make insurance claims, including a of up to $2 million were also made mother of two small children having interest-only basis for up to three years to urgently evacuate her home due to and at a reduced interest rate. rising flood waters. “She was of course very distressed,”Westpac also donated $250,000 to said Alan. flood-affected communities: $150,000 “Ensuring the personal safety of to the Foundation for Rural & customers is our first priority. We Regional Renewal to support disaster immediately organised a $5,000 recovery and programs to build local emergency payment to help pay for community resilience. emergency accommodation, clothing Alan Francis, Senior Insurance Claims Consultant on the ground after the Townsville flood.

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LETTER 20 CEO SHAREHOLDER LETTER BRIAN HARTZER WESTPAC GROUP The faster we resolve these issues, the sooner we can refocus investment and management attention on delivering more for customers. 3. How are we progressing on our strategic priorities? In my letter last year, I identified three priorities for the year ahead: • Deal with outstanding issues; • Maintain momentum in our customer franchise; and • Structural cost reduction. Deal with outstanding issues In recent years a number of issues have emerged relating to past business practices, operational errors, gaps in compliance, or changes in regulation. These were identified through the Royal Commission, our CGA self-assessment, ongoing product reviews, and various regulatory actions. The faster we resolve these issues, the sooner we can refocus investment and management attention on delivering more for customers, thereby increasing the value of our franchise. The most significant change over the year was the exit of our financial planning business and reducing our operating divisions from five to four. The financial planning business had been loss-making for some time and so this change is expected to be EPS positive in 2020. Exiting the business came with an immediate shut-down cost, but this will be quickly offset by cost savings and reduced risk. Our remaining Insurance, Superannuation, Investments, Platforms and Private Wealth businesses have been integrated into our Consumer and Business divisions. Customer remediation was another area of focus. Over the course of the year we continued to work through a backlog of historical issues in our financial planning and banking businesses and we continue to work with regulators to agree on a fair and reasonable approach to remediation. The most significant of these issues is the so-called “fee for no service” issue in financial planning. Under the “Future of Financial Advice” (FOFA) legislation introduced in 2012, financial planning businesses were required to eliminate ‘conflicted remuneration’ (commission) payments CASH EARNINGS PER ORDINARY SHARE (CENTS) ASSETS TO TOTAL COMMITTED EXPOSURES (%) COMMON EQUITY TIER 1 CAPITAL RATIO (%) 213 16 18 (CENTS PER SHARE) FY18 notable items FY18 ex-notable items Net interest income Non-interest income Expenses Impairment charges Tax & NCI FY19 ex-notable items FY19 notable items Financial performance1 Movement in cash earnings ($million) 8,065 2818,346 5 7,979 6,849 FY18FY19 1. In FY19 and FY18, the Group raised certain provisions known as ‘notable items’. See our 2019 Investor Discussion Pack for further details. (1,130) (619) Down 4% ex-notable items Down 15% Performance Metrics Cash earnings basis EARNINGS ASSET QUALITY STRESSED CAPITAL DIVIDENDS 2015187 2016 188 2017188 2018188 2019 174 20159.5 2016 9.5 201710.6 201810.6 201910.7 20150.99 20161.20 20171.05 20181.08 20191.20 2015248.2 2016 235.5 2017239.7 2018236.2 2019198.2

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LETTER 2019 ANNUAL REVIEW & SUSTAINABILITY REPORT 21 Lune Croissanterie. to planners and move to a fee-for-service model. As part of this, BT implemented systems (including new contracts, new technology, and an annual fee disclosure statement) seeking to ensure customers received the advice services they were paying for. However, as with other financial planning businesses, we identified some incidences of advice not being provided and cases where insufficient records were retained to meet regulator expectations. We have therefore been working through a process to review our customer files and repay customers where appropriate. This issue is more complex in the case of aligned dealer group planners, who operated separately, but under our licence. This was a standard industry practice, where companies like BT provided licensing and back-office services to planning groups. In these cases, we face significant logistical challenges in obtaining and checking all the historical files of those non-Westpac advisers, particularly if they have left the industry. Other remediation matters include instances where we didn’t meet certain reporting standards, or made administrative or operational errors in certain products. We have established a dedicated remediation hub to streamline the process of refunding customers. Currently there are around 750 staff dedicated to remediation activities, and since 2017 we have paid out $350m in compensation to customers. Beyond remediation, our response to the findings of the Royal Commission and our CGA self-assessment are well underway. We have implemented 11 recommendations as part of our Royal Commission program with a further 11 currently being implemented. We have commenced work on most of the remaining 27 recommendations that presently apply to us, but we will need to wait until the government passes the required legislation before we can fully progress the bulk of these. With our CGA action plan, we have implemented 40% of the recommendations and we expect to implement the remainder by March 2021. Changes we have made so far include centralising our complaints management, enhancing consequence management and remuneration governance, and introducing new board and committee processes. “Most of our customers pay by card, amassed over the last seven years This improves productivity, reduces welcomed addition to our business.” CASE STUDY Better supporting customers Presto, Presto is helping businesses like “We’re passionate about our pastries Melbourne’s Lune Croissanterie and are determined that the whole provide a better experience experience for customers is fantastic to customers.– from the moment they step into our store, to the last bite,” says Cameron. Croissants from Lune Croissanterie Lune serves over 2,500 croissants have been hailed as one of the a day which translates into a similar world’s finest by a New York Times number of transactions. food critic. The customer following is testament to this claim. so having a reliable merchant terminal integrated with our systems is Kate Reid, a former aerospaceimportant to us,” says Cameron. engineer, founded Lune in 2012. She channelled her precision and Presto integrates the merchant technical skills into making the terminal with Lune’s point-of-sale perfect croissant and started selling system, eliminating the need to them from a hole-in-the-wall shop in manually key in sale amounts and the bay-side suburb of Elwood.complete end-of-day reconciliations. After joining forces with her brother,risk of error and streamlines Cameron, in 2015 the siblings reconciliations. expanded the baking business and today have two stores – one in “By making the transaction process Melbourne’s CBD, the other in Fitzroy faster and easier for our staff and – and employ 65 staff.seamless for customers, Presto is a

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LETTER 22 CEO SHAREHOLDER LETTER BRIAN HARTZER WESTPAC GROUP The long-term success of our business depends on the strength and depth of our customer relationships. Maintaining momentum in our customer franchise The long-term success of our business depends on the strength and depth of our customer relationships. In 2019 we continued to improve our service offering and the technology needed to deliver better service in the future. In recent years we have built a strong service ethos throughout the company. Employees participate at least weekly in service ‘huddles’, where we review our service standards, share stories and examples of good service, and discuss where we can improve. This reinforces our customer-first approach and is further supported by embedding customer satisfaction and related service metrics in individual scorecards and performance rewards. A focus this year was on improving our ability to identify and support vulnerable customers. This included setting up a new Customer Vulnerability Council, making changes to various complaints policies, and rolling out training to our people on how to identify customers experiencing vulnerability. We promoted this through our Westpac “Help when it matters” advertising, with campaigns around relationship breakdown, loss of a loved one, and the impact of natural disasters. Our continued focus on service has led to a 2% rise in customers to 11.2 million in Australia. In business, we held our #1 NPS3 ranking in each of our key segments and increased our lead on #2, while in consumer, we rank #3 on NPS and closed the gap to #1. In technology, we delivered several new digital innovations to make things better for customers. These included our AI chat-bot ‘Red’, which can respond in real time to customer enquiries, a fully digital mortgage process for St.George customers, a new Digital Institutional Bank platform, an online pricing platform for term deposits, and an extensive rollout of the real time New Payments Platform which has seen us process around 40% of the flows on this platform. Around 40% of our digital sales are now completed online – a material uplift from just a few years ago. We have also completed major upgrades to our technology infrastructure that have improved reliability and will ultimately enable us to deliver even more for customers. These include: • Launching our ‘Customer Service Hub’, a modern platform for originating and servicing mortgages and other consumer banking products; • Rolling out a new data platform that supports the Government’s ‘Open Banking’ regulations and will allow us to better understand customer needs; • Completing the rollout of Panorama, our market-leading investment platform for independent financial advisors and their clients; and • Renewing much of our underlying network and data centre infrastructure. This included moving over 600 applications to the new environment and upgrading over 300 applications hosted on legacy infrastructure. These and other changes have materially improved system stability with no major system outages in FY19 – a big step up when you consider just a few years ago we experienced one or two major issues a month. Further changes and upgrades are planned that will further improve the experience for customers and enable more efficient processes for our bankers. At the same time, competition has intensified, especially in the mortgage business. As I indicated earlier, stepping out of line with the market quickly impacts market share. This happened to us in the latter part of the FY19, although we expect this to normalise through the year ahead. Increasing structural productivity Using technology to drive down costs is an important part of our strategy to remain competitive and deliver good returns over time. This is increasingly important in a low-rate, slow-growth environment where margins are under pressure and regulatory and compliance costs are rising. At the same time, emerging competitors have no physical networks to support and have a cost advantage in delivering some products. This year our $405 million in productivity savings through a company-wide focus on simplification, automation, and digitisation was up one-third on the productivity savings delivered last year. Part of this reflects the benefits from prior investments in digitisation and automation, while a continued shift of customers from physical to digital channels allowed us to rationalise 61 branches and reduce ATM numbers by 375. Physical presence continues to be important for many customers and we are investing to upgrade our branch network in high-volume locations. However, changing customer traffic patterns into regional centres and the increasing use of contactless cards and mobile payments mean that we need fewer, well located branches to meet demand. To further improve efficiency, we have entered into an agreement to sell most of our ‘off-site’ ATM network to a third-party. This agreement materially retains the level of service Westpac customers currently receive from our ATM network but will allow us to benefit from scale efficiencies that this third party can achieve with their other cash processing. Other cost initiatives during the year included renegotiating supplier arrangements, further automating back-office operations, and simplifying our organisational structure. In total, these changes resulted in a net 5% reduction in full-time equivalent headcount across the company, despite adding significant extra resources to support the remediation activities described above. 3.   For details of the metric and metric provider, refer to Westpac Group 2019 Full Year Results Presentation and Investor Discussion Pack available at www.westpac.com.au.

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LETTER 2019 ANNUAL REVIEW & SUSTAINABILITY REPORT 23 Increased compliance, regulatory, and remediation costs along with revenue headwinds mean that productivity benefits are not yet visible in traditional measures of bank productivity, such as the cost-to-income ratio. However I am confident that, as these programs and the related costs roll off over the next few years, the improved efficiency and competitiveness of our underlying business will become apparent. 4. How are we strengthening non-financial risk, governance, and accountability? The findings of the Royal Commission and our CGA self-assessment highlighted a number of areas where we need to improve non-financial risk management, governance, and accountability. To address these, several major programs of work are under way, with specific actions being tracked and reported at both the Group Executive level and to the Board. Specific areas of focus include: • Improving the identification, escalation, and resolution of non-financial risk issues across the Group, with a particular focus on financial crime-related issues; • Enhancing our end-to-end lending processes; • Providing more detailed reporting on operational and compliance incidents to the Executive team and Board; • Improving the efficiency and effectiveness of committee meetings; • Clarifying and strengthening resources under the ‘Three Lines of Defence’ approach to risk management; • Clarifying individual accountability for all managers, in line with the new BEAR4 regime; and • Improving awareness and protection for whistle-blowers. In addition, we continue to enhance and reinforce general risk awareness across the Group. 5. How is the market evolving, and what are our priorities to respond? In 2015 we recognised that a once-in-a-generation change in banking was underway, as a consequence of changing customer behaviour, new technology, new competitors, and increased community and regulatory expectations. Over the past year, these trends have accelerated. In particular, we see: • An increasing shift to digital self-service among customers; • Increased competition, especially in mortgages, from foreign and regional banks who rely on mortgage brokers for their sales; • The rise of digital-only competitors; • The growth of fintech businesses offering new, data-driven services; • Increased compliance costs and capital requirements across traditional banking businesses; and • Continued reputational challenges for banks as a result of issues identified through the Royal Commission. While these challenges are significant – particularly in the short term – we believe the longer-term outlook for a large bank like Westpac remains positive given: • The size and strength of our balance sheet (especially our deposit base and diverse funding sources); • The quality and scale of our customer franchise, including our portfolio of brands and extensive data assets; • The financial resources and skills required to build the technical innovations and partnerships required in a digital world; • Our ability to meet ever-rising regulatory expectations; and • Our ability to attract and retain top quality talent in a small market, given our reputation as an employer of choice. 4.   BEAR: The Bank Executive Accountability Regime, administered by APRA. CASE STUDY Cyber security Protecting customers from scams. Westpac’s Scams Assist team is helping to protect customers against scams and in the process helped recover $26.3 million for customers this year. Keeping customer data and their accounts safe is a priority for Westpac and we continue to invest in strengthening our cyber security systems to deter attacks and help protect customers. A recent case managed by Westpac fraud officer, Cherish, brings to life the way we fend off scammers. A customer was on her landline phone speaking with someone pretending to be from her telco provider. The scammer had asked to download software to ‘fix some issues’ he claimed were affecting her computer. Through our internal scams alert system, I noticed unusual activity on the customer’s online account. The customer rarely used internet banking and when she did, it was only to check her accounts and never to make a payment. I immediately contacted the customer on her mobile phone, explaining that she was potentially the victim of a remote access scam. Confused at first, she wasn’t sure who to believe, but after I explained the situation she immediately shut her computer down and hung up her landline. This saved the customer $5,000 that the scammer had attempted to transfer. She was incredibly grateful.

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LETTER 24 CEO SHAREHOLDER LETTER BRIAN HARTZER WESTPAC GROUP Westpac’s future is very bright and 2019 will prove to be a watershed for us. We recognise that we are a service business: We’ve set the goal for Westpac to be “one of the world’s great service companies, helping our customers, communities and our people to prosper and grow.” To grow the long-term value of the company, our strategy is to build scale in customer relationships through the provision of world-class service; supported by a strong balance sheet, great people, and a modern, highly efficient technology platform, as well as a network of partnerships among new, digitally-savvy competitors and suppliers. To bring this strategy to life, we are continuing to deliver on a multi-year investment program we call the “Service Revolution”, designed to strengthen our competitive offers and reshape the capabilities and cost structure of the company. This program is organised around three themes: • Performance disciplines: Prudently managing our capital, funding, and liquidity; seeking to maintain a superior ROE to the peer average while remaining targeted and disciplined on asset growth and credit quality; • Service leadership: Continuing to grow the Group’s customer base while increasing the quality and depth of those relationships, as measured through the number of customers who view us as their main financial institution. We look to achieve this by delivering world-class service levels (both personal and digital), as measured by NPS; recognising that a great service business requires a high quality, well-trained, diverse, and engaged workforce; and • Digital transformation: Using technology to materially improve efficiency and reduce the Group’s cost-to-income ratio below 40% in the medium-term. This will include migrating more sales and service activity to digital, reshaping the Group’s distribution network, modernising underlying technology platforms, and building an extensive network of digital partnerships and data assets. While we will continue to deliver this program of work over several years, we have set a number of specific priorities over the next couple of years. These are: 1. Service leadership: • Extend our #1 in NPS for business • Close the gap to the #1 major bank in consumer 2. Digital transformation: • Complete roll-out of the Customer Service Hub to all our mortgage bankers and to external brokers • Launch a new mobile banking app with improved usability and functionality • Launch Open Banking data capabilities • Drive digital sales to 45% across the Group 3. Performance discipline: • Deliver $500 million in annual productivity savings in FY20 (23% above FY19) • Further reshape the network • Improve controls and risk management capabilities to ensure Westpac is resilient for the future, including further implementation of the Royal Commission and CGA self-assessment recommendations We will report progress against each of these goals in our regular market updates. 6. What is the outlook for 2020? The economic outlook for Australia remains challenging, in part reflecting a softer global environment. Annualised growth in the June quarter of 2019 was only 1.4%, which is lower than population growth of 1.6%. The dynamics of global trade, weak real wages growth, a softer housing market, low interest rates and subdued economic activity have all dampened consumer confidence. That said, overall GDP growth remains positive and the economy continues to benefit from a strong resources sector, a lower Australian dollar, large infrastructure investments, and targeted income tax cuts. A slowdown in residential construction over the last year, combined with lower interest rates, should see a continued recovery in house prices building on the momentum we have seen in the September quarter, particularly in Sydney and Melbourne. However GDP growth is likely to remain below longer-term averages (which is 2.75%) at 2.3% for calendar 2019 and 2.4% for calendar 2020. With consumer and business confidence relatively weak, credit growth has been slow. Overall credit growth for the Australian financial system slowed to 2.7% in the year to September 2019, down from 4.5% a year ago. That included a decline in housing credit growth from 5.4% to 3.1%; business from 3.8% to 3.3% and personal credit contracting by 4.4% after declining by 1% a year earlier. We expect credit growth to lift slightly in 2020 to 3% overall, with housing credit growth increasing to 3.5%. Business credit growth is also expected to grow by around 3%, while other personal credit is expected to contract by around 2%. Interest rates are expected to remain very low. The RBA reduced the cash rate from 1.5% to 0.75% over the year, and we

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LETTER 2019 ANNUAL REVIEW & SUSTAINABILITY REPORT 25 expect a further rate cut to 0.5% in early 2020. With rates at this level, there are limited options for the RBA to cut further if the economy turns down; however the Commonwealth Budget is set to return to surplus in 2019/20 and the Commonwealth government has the scope for additional stimulus if required. Economic conditions in New Zealand have also softened, with sluggish consumer spending and weak business confidence. We expect a small improvement in 2020 supported by lower interest rates; some fiscal stimulus; and the competitive (lower) New Zealand dollar. For banks, the environment remains challenging. Interest rates at these low levels put significant pressure on margins, as many deposits are essentially at a ‘floor’ beyond which they can’t be repriced down. In addition, earnings on invested capital and liquidity are progressively lower as the portfolio rolls-over to much lower interest rates. Regulatory actions – flowing from the Royal Commission and other industry reviews and investigations – will continue to require significant investment and management attention. Regulators have substantially stepped up their resources and enforcement activity, leading to a dramatic increase in our own costs as we respond to the various enquiries, make improvements in our non-financial risk and control environment, and deal with the consequences – including fines and other legal fees – related to any adverse findings. In addition, regulators in Australia and New Zealand have a number of reviews underway, in many areas including home loan pricing, remuneration, and capital/risk weighted asset methodologies across the sector. Further clarity on these reviews is expected in the year ahead. Conclusion I want to conclude by thanking shareholders, on behalf of the management team and all of our employees, for your continued support this year. We recognise that reputational issues, regulatory and legal issues, and financial performance challenges have made this a difficult year to be an investor in Westpac. The year ahead will continue to be challenging, from multiple perspectives – economic, competitive, legal, reputational, and regulatory. I hope that my letter has provided some useful context as to the nature of these challenges and the clear-eyed way in which we are responding to this environment. We recognise where we have fallen short, and are absolutely committed to executing better and delivering on our strategy for the future. Through everything that has happened this year, I remain very proud of this company, and its people. We are well positioned, with many talented, dedicated bankers who come to work every day genuinely seeking to deliver world-class service and innovation for customers. I believe Westpac’s future is very bright and 2019 will prove to be a watershed for us in confronting the realities of a changed banking environment and responding decisively in ways that set us up to outperform in the future. Once again, thank you for your continued support and faith in the Westpac Group. BRIAN HARTZER Chief Executive Officer Westpac Group #1 Australia’s most sustainable bank. 2019 Dow Jones Sustainability Indices Review. It is the 18th year in a row that Westpac has been ranked amongst the global banking leadership group by the DJSI, this year at #9 globally.

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SUSTAINABILITY 26 BUILDING A SUSTAINABLE FUTURE WESTPAC GROUP Building a Sustainable Future. It’s about all of us. The that issues matter. As one of the country’s largest companies, we play an important role in helping to create positive social, economic and environmental impact, for the benefit of all. Every year, through our materiality assessment process, we identify the opportunities and challenges that matter most to our stakeholders, now and into the future. For detailed information refer to the 2019 Sustainability Performance Report. 2019 most material topics. Conduct and Instances of poor conduct have eroded public culturetrust in the financial services sector, driving an increased focus on corporate culture and improved outcomes for customers Customer Customers’ needs are becoming more complex, satisfaction and at the same time their expectations around and experience how they want to engage with us are evolving Governance Clear governance practices, active management and risk of risk, commitment to compliance, and fair remuneration in our operations, supplier and partner relationships are critical to the longevity and financial wellbeing of the Group Information Maintaining customer confidentiality and security the security of our systems is paramount to and data privacy maintaining trust and confidence Financial and Maintaining a healthy financial performance and economic strong balance sheet is vital to the Group’s long-performance term sustainability Changing Supervision and regulation in jurisdictions that regulatory the Group operates in continue to evolve, creating landscapeuncertainty in the operating environment Digital product Digitisation offers opportunities to improve and serviceefficiency and deliver new and better customer transformation experiences when, how and where customers choose to engage with us CustomerOur ability to support customers in times of vulnerability financial hardship and anticipating times when and hardship they can become vulnerable allows us to help when it matters most ExecutiveAppropriate remuneration structures align remuneration executive remuneration and accountability with stakeholder interests over the long term, and play an important role in effective corporate governance Climate change As a major financial institution, we have an risks and important role to play in managing the risks and opportunities opportunities of climate change; supporting collaborative efforts to limit global warming, while also taking steps to help the economy and communities become more resilient to the expected effects

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SUSTAINABILITY 2019 ANNUAL REVIEW & SUSTAINABILITY REPORT 27 In November 2017, we introduced our 2018–2020 Sustainability Strategy centred around three priorities: financial decisions when it matters Our Sustainability Strategy. Helping people make better Helping people by being there most to them Helping people create a prosperous nation Culture Fundamentals Underpinning this is our commitment to fostering a culture of care and doing the right thing, and continuing to lead on the sustainability fundamentals – policies, action plans, frameworks and metrics reporting, in particular building on the climate change, human rights and Reconciliation action plans developed in 2017. 2019 Progress. We are making progress in meeting the measures in our 2020 Sustainability Strategy, with performance highlights outlined in the following pages. Full details including performance metrics and commentary on the Issues that Matter can be found in our 2019 Sustainability Performance Report. We plan to announce our next Sustainability Strategy in November 2020.

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SUSTAINABILITY 28 BUILDING A SUSTAINABLE FUTURE WESTPAC GROUP Second year progress highlights on our 2018–2020 Sustainability Strategy include: Our first Agribusiness Centre In August, we opened a new dedicated Agribusiness Centre in Naracoorte, on South Australia’s Limestone Coast. The first-of-its-kind centre provides a range of services for our relationship managed agribusiness customers in the region, including access to specialists in interest rate risk management, foreign exchange and commodity risk management. Simplifying the home ownership experience Through our Customer Service Hub roll-out, we continue to improve the home ownership experience. Our home loan offer document is now approximately 60% shorter, written in easy-to-understand language, and we are making it easier for customers to set up and manage their accounts. Putting customers in control of their finances Through our product lifecycle reviews and other processes, we continue to simplify our products and improve their design to better meet the needs of customers. Through digital tools such as Wealth Review, BT superannuation members are able to see their current wealth position and access real-time industry insights. Building financial confidence During the year, we delivered financial literacy training to over 148,000 people via face-to-face workshops, online webinars and other resources available on Westpac’s Davidson Institute website. We also support the Salvation Army’s You’re the Boss program, which helps people experiencing financial challenges to better manage their money and debt. Helping people make better financial decisions. We believe in creating a fairer, more inclusive and confident society by helping people understand money. We help customers track and grow their wealth so they will feel more confident with financial decisions no matter their situation. ALIGNMENT TO THE UN SUSTAINABLE DEVELOPMENT GOALS Ruby is an online community dedicated to advancing financial confidence across all generations of women to pave the way for a stronger, better future for all women. Whether starting your financial journey, actively investing or winding down to retirement, Ruby shares real-life stories, as well as practical tools and resources. Westpac Ruby Connection

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SUSTAINABILITY 2019 ANNUAL REVIEW & SUSTAINABILITY REPORT 29 Help in the moments that matter This year, a big focus has been building on the support we offer customers at times of change in their lives. We launched a series of Life Moments tools and resources to assist customers and their families going through challenging circumstances such as divorce, separation, serious illness or the loss of a loved one. Fraud protection Keeping customer data and accounts safe 24x7 is a priority. We continue to invest in strengthening our cybersecurity systems to deter attacks and help protect our customers. With scams a growing problem, we have set up a dedicated Scams Assist team to help protect customers, and hosted scam protection and awareness seminars in branches around the country. Supporting those in need of extra care Improving the way we support customers in vulnerable circumstances continues to be a major focus. Initiatives include publishing our Customer Vulnerability 2020 Action Plan to articulate the Group’s principles for engaging with customers experiencing vulnerability, and rolling out training to over 20,000 employees on understanding and providing extra care to those in vulnerable circumstances. A dedicated ‘1800’ Priority Assist telephone line staffed by specialists provides additional support for customers in complex vulnerable situations such as family violence and financial abuse. Since its establishment in 2018, Priority Assist has assisted over 900 customers. This builds on our commitment as part of the new Banking Code of Practice, which came into effect on 1 July 2019. Improving financial access in remote Australia We now have a dedicated customer care team to support our Aboriginal and Torres Strait Islander customers located in remote locations. The Yuri Ingkarninthi team – which means ‘deep listening’ in the Kaurna language – has supported over 3,000 Indigenous Australian customers, with a focus on making the customer identification process easier and proactively contacting customers to discuss their banking needs and make sure they are not accruing unnecessary fees. Providing better banking experiences is a key pillar of our 2018–2020 Reconciliation Action Plan. Disaster relief & support for communities affected by drought We have extended the $100 million drought relief fund launched last year to support farmers and committed $50 million to a flood relief fund dedicated to helping farmers in North Queensland. We donated $150,000 to the Salvation Army and a further $100,000 to the Foundation for Rural & Regional Renewal (FRRR) to support disaster recovery and programs to build local community resilience. Helping people by being there when it matters most to them. We understand that life has its tough moments, and vulnerability is something that can affect anyone at any time. We want to be by our customers’ side and help more people as they go through major life events. ALIGNMENT TO THE UN SUSTAINABLE DEVELOPMENT GOALS CASE STUDY Helping when it matters Separating from a partner. One in three marriages in Australia end in divorce. Not only is it a time of heightened emotions – but it is also a time to make important financial decisions and take steps to regain financial independence. How we can help: • repayment relief options such as mortgage repayment pauses and reductions • Separation Calculator to take stock of joint and individual assets and liabilities • making it easier to remove a name from a joint home loan • specialist teams to assist customers in complex situations who need extra care Westpac separation hub

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SUSTAINABILITY 30 BUILDING A SUSTAINABLE FUTURE WESTPAC GROUP For more information on our sustainability approach, performance and metrics, please visit www.westpac.com.au/sustainability Backing the people and ideas shaping Australia Five years since its inception, Westpac Scholars Trust continues to invest in the next generation of Australians to challenge, explore and set new benchmarks in innovation, research and social change. Westpac Scholars Trust has now awarded 416 scholarships valued at $20.2 million in partnership with 22 universities across Australia. Backing the growth of climate change solutions We maintained our position as the largest financier to greenfield renewable energy projects in Australia1 and continued to deliver innovations in sustainable finance products such as green deposits, sustainability-linked loans and green bonds. Learn more in our Spotlight on climate change on the next page. Partnering to tackle the issues that matter most Earlier this year, we joined other financial institutions to form the Australian Sustainable Finance Initiative, as well as becoming a proud founding bank and signatory of the Principles for Responsible Banking, an initiative of the United Nations Environment Programme Finance Initiative (UNEP FI). We were also the only Australian bank to contribute to the Liechtenstein Initiative for a Financial Sector Commission on Modern Slavery and Human Trafficking – a public-private partnership to end modern slavery and human trafficking. Investing in a future-ready workforce To help our people prepare for the future of work, we have built a range of learning curricula in areas such as digital, agility and collaboration. A new program aimed at fast tracking the development of young high-potential employees saw 71% move into new or expanded roles following the program. 1. IJGlobal, September 2019. Helping people create a prosperous nation. Our world is changing at an unprecedented rate, affecting how we all live and work. We want to help more people gain the skills that will be needed in the future, and accelerate how we identify and solve the biggest issues impacting Australia and the world. ALIGNMENT TO THE UN SUSTAINABLE DEVELOPMENT GOALS CASE STUDY Helping to change lives, one job at a time. Green Collect is a waste collection social enterprise based in Melbourne that finds solutions for hard to recycle items while providing jobs for people who face barriers to mainstream employment. Westpac Foundation has supported Green Collect for the past seven years with funding and pro bono support. In 2019, we engaged Green Collect as a supplier to remove and re-purpose waste from branch refurbishments in Victoria. Through the procurement opportunity, Green Collect has so far removed over 1,000 office items and surplus furniture, resulting in 99.5% of these items being diverted from landfill. The work to collect and process these items generated 615 hours of employment for people previously excluded from work due to barriers such as English language skills, homelessness and mental health challenges. Westpac Foundation – 140 years of helping Westpac Foundation provides funding and programs to support social enterprises and community organisations creating jobs and opportunities for those who need it most.

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SUSTAINABILITY 2019 ANNUAL REVIEW & SUSTAINABILITY REPORT SPOTLIGHT ON CLIMATE CHANGE 31 Spotlight on climate change. For detailed information refer to the climate change section in the 2019 Sustainability Performance Report as well as the 2019 Annual Report. We have a long history of action on climate change. We were the first Australian bank to release a climate change position statement in 2008 and to commit to the goals of the Paris Agreement in 2015. At the heart of our approach is a recognition that climate change is one of the most significant issues that will impact the long-term prosperity of our economy and way of life. Taking action on climate change. Commitment to carbon 2-degree 4-degree 1.5-degree Founding member of the 2015 Commitment to release of founding signatories 2017 Second Climate 2020 Third Climate Change Position Development Action Plan 2020 Statement Statement & Action Plan Paris Climate 1991 2012 2016 2018 2019 United Nations Environment neutrality across Climate Scenario Climate Scenario Climate Scenario Programme (UNEP) our business Analysis Analysis Analysis disclosures 2018 One of nine 2013 –2018 –Scheduled to Equator Principles Fourth Climate Change Position UN Sustainable Change Position Statement & Goals and Agreement Commenced portfolio carbon reporting for BT MySuper portfolios First Climate Change Position Statement 2008 – 2013 Signatory to Climate Action 100+ 2017 TCFD published 2003

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SUSTAINABILITY 32 SPOTLIGHT ON CLIMATE CHANGE WESTPAC GROUP Progress on our climate change strategy. Our Climate Action Plan focuses on five key areas where we believe climate change has greatest significance to our customers, business and stakeholders. committed to climate change solutions, progressing towards to greenfield 75% of lending to the electricity three years ago. projects in Australia, of our lending to the electricity lending standards in the thermal coal sector Agribusiness Position Statement projects must be in existing basins and where particularly for soft commodities Westpac Industry Associations for further information. 1. Progress and targets for lending to climate solutions are reported on an as ‘as-at’, non-cumulative basis. 2. IJGlobal, September 2019. 2. Supporting businesses that manage their climate-related risks Reduced the emissions intensity generation sector over the last three Support for customers’ years, from 0.38 tCO2e/MWh in 2016 transition strategies to 0.26 tCO2e/MWh in 2019, ahead of through innovative our 2020 target of 0.30 tCO2e/MWh, products such asand well below the National Electricity sustainability-linked loans. Market average of 0.75 tCO2e/MWh. Maintained our commitment to stringent Reviewed our Financing – any lending to new thermal coal mines or to update our commitments, coal quality ranks in the top 15% globally.such as soy, palm oil and timber. Our overall exposure to the mining sector remains around 1% of total lending. 1. Providing finance to back climate change solutions We have short and medium term targets for lending to climate change solutions. At 30 September 2019, $9.3 billion our target of $10 billion by 20201 and on track for $25 billion by 2030. The leading financier Renewables represent over renewable energy generation sector, up from 59% two years in a row2. Exceeded our $3 billion target to Launched the world’s first Green facilitate climate change solutions. Tailored Deposit to be certified Became the first New Zealand bank toby internationally recognised raise funding through the issuance of Climate Bonds Initiative (CBI). a green bond with a €500 million deal.

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SUSTAINABILITY 2019 ANNUAL REVIEW & SUSTAINABILITY REPORT  33 500+ disaster relief Australian Business Roundtable Safer Communities the TCFD and support industry-the equivalent of 100% comparable and consistent consumption from our reporting suite. Sustainability Working Group, Investor Group on Climate associations, in line with our Industry Association Principles, in the Australian and advocacy. The review focused on: Initiative and Roundtable for position Westpac holds on climate and energy policy Zealand in the Climate industry associations. The review affirmed Westpac’s principles for Sustainable Finance areas of both alignment and variance between 5. Advocate for policies that stimulate investment in climate change solutions Actively engaged Undertook a review of our membership of industry Sustainable Finance with a focus on climate change and energy policy, lobbying Australian Business• identifying both alignment and differences between the Disaster Resilience (as set out in our Climate Action Plan) and the advocacy & Safer Communities positions on climate and energy policy taken by key and deepened our industry associations to which we belong engagement in New • assessing the principles by which Westpac engages with Leaders Coalition and the New Zealand Forum. engagement with industry associations and identified Westpac’s Climate Action Plan and associations of which we are a member. 4. Improve and disclose our climate change performance Committed to sourcing Maintained reporting in line with of our global electricity based efforts to establish clear, renewable sources by climate disclosures. 2025 and joined RE100. This commitment will play a key part in Engaged institutional investors to enabling us to meet our current target understand their evolving information to reduce scope 1 & 2 emissions by requirements and expanded the scope 34% by 2030. of climate change information across Participate in the Australian Banking Association’s Corporate Change (IGCC) and Expert Advisory Group for the development of Science Based Targets for Financial Institutions, to contribute to the ongoing dialogue around climate change disclosures in the finance sector. 3. Help individual customers respond to climate change Continued our work with the Over for Disaster Resilience and to define approaches to assistpackages government, business and issued to assist customers communities mitigate and respondaffected by floods, bushfires and to natural disasters.other disasters. Through our BT products we continued to provide customers the information they need to understand how they can make climate change conscious investments – for further information visit the BT website.

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SUSTAINABILITY 34 BUILDING A SUSTAINABLE FUTURE WESTPAC GROUP by 2025. to make this commitment, we became achieved through a power purchase in partnership with CDP1, bringing New South Wales, and expected to be businesses who have committed to go from renewable sources CASE STUDY Bomen Solar Farm 100% renewables A highlight during the As one of the first Australian companies The first phase of our transition will be year was committing to a member of RE100, a global leadershipagreement with Bomen Solar Farm, source 100% of our global initiative led by The Climate Group under construction in Wagga Wagga, electricity consumptiontogether the world’s most influentialoperational by mid-2020. 100% renewable. by 2025. 1. A not-for-profit that runs a global disclosure system for investors, companies, cities, states and regions to manage their environmental impacts, formerly known as the Carbon Disclosure Project. Ceri Binding, Head of Energy and Utilities in Westpac Group’s property team, onsite at Bomen Solar Farm.

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SUSTAINABILITY 2019 ANNUAL REVIEW & SUSTAINABILITY REPORT SPOTLIGHT ON HUMAN RIGHTS 35 For detailed information refer to the human rights section in the 2019 Sustainability Performance Report. Spotlight on human rights. We believe that respecting and advancing human rights helps us to achieve our vision to help our customers, communities and people to prosper and grow. Our salient human rights issues. We prioritise those issues with the biggest adverse impact on people – our salient human rights issues1: Taking action on human rights. 2019 for the Australian Modern Group-wide Founding signatory 2nd Human Rights Compact and Action Plan reporting against UK Modern 2018 Determined our salient Scheduled release of 3rd 1st Human Rights Statement and Action Plan and Action Plan Preparing for reporting in line with the Australian Modern Slavery Act (2018). With the introduction of the Modern Slavery Act in Australia, we have begun work to embed its requirements into our procurement practices. We will be publishing our first Australian Slavery and Human Trafficking Statement in 2021, reporting on our activities for the FY20 period. 1. UN language for Human Rights ‘at risk of most severe impact through a company’s activities and business relationships’. 2. The Living Wage is the hourly rate a worker and his or her family is deemed to need to pay for the necessities of life and actively participate in the community. It is set independently by the New Zealand Family Care Social Policy Unit. At the time of Westpac’s accreditation (December 2018) the rate was $20.55 per hour and the minimum wage set by the New Zealand Government was $16.50 per hour. See www.livingwage.org.nz for more information about the Living Wage. 2002 Established a 2017 Human Rights to the UN Global Working Group Position StatementCommenced preparations 2016 Slavery Act (2018) 2015 Commenced 2020 Position StatementSlavery Act (2015) Human Rights Position human rights issues Managing and protecting the privacy rights of individuals Customer vulnerability Exclusion and discrimination in employment Unfair wages and conditions for workers in our value chain WHAT WE MEAN Complying with applicable privacy laws and using or disclosing information in ways that individuals would reasonably expect. Customers in circumstances that make them more susceptible to disadvantage. Exclusion and discrimination affecting an individual’s full participation in employment. Unfair wages and working conditions impacting worker prosperity, security and standards of living. WHAT WE ARE DOING We continue to enhance and uplift our processes in relation to privacy, including to reflect recent regulatory developments such as the Notifiable Data Breach Scheme in Australia and the European Union General Data Protection Regulation. Established a dedicated 1800 Priority Assist telephone line to provide additional support for customers in vulnerable circumstances. Formally introduced a new Gender Transition leave policy within our new enterprise agreement. Westpac New Zealand Limited is the first bank to be accredited as a Living Wage2 employer in New Zealand, voluntarily adopting the Living Wage.

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GOVERNANCE 36 BOARD OF DIRECTORS WESTPAC GROUP Board of Directors. 1 LINDSAY MAXSTED DipBus (Gordon), FCA, FAICD Director since March 2008 and Chairman since December 2011. Chairman of the Board Nominations Committee. Member of each of the Board Audit and Board Risk & Compliance Committees. Lindsay was formerly a partner at KPMG Current directorships: Workplace Giving Australia Limited (Chairman) and Spark Investment Holdco Pty Ltd. Other interests: Member of the Advisory Board of IXUP Limited, and advisor to Equifax Australia and New Zealand. 4 EWEN CROUCH AM BEc (Hons.), LLB, FAICD Director since February 2013. Chairman of the Board Risk & Compliance Committee. Member of each of the Board Audit, Board Nominations and Board Remuneration Committees. Scheduled for re-election in December 2019. Ewen was a Partner at Allens from 1988 to 2013, where he was one of Australia’s most accomplished mergers and acquisitions lawyers. He served as a member of the firm’s board for 11 years, including four years as Chairman of Partners. His other roles at Allens included Co-Head Mergers and Acquisitions and Equity Capital Markets, Executive Partner, Asian offices and Deputy Managing Partner. Ewen served as a director of Mission Australia from 1995 and as Chairman from 2009, before retiring in November 2016. From 2010 to 2015, Ewen was a member of the Takeovers Panel. In 2013, Ewen was awarded an Order of Australia in recognition of his significant service to the law as a contributor to legal professional organisations and to the community. Current directorships: Corporate Travel Management Limited (Chairman), BlueScope Steel Limited, Sydney Symphony Orchestra Holdings Pty Limited and Jawun. Other interests: Member of the Commonwealth Remuneration Tribunal, Law Committee of the Australian Institute of Company Directors, Corporations Committee of the Law Council of Australia and ASIC’s Director Advisory Panel. 5 ALISON DEANS BA, MBA, GAICD Director since April 2014. Chairman of the Board Technology Committee. Member of each of the Board Nominations, Board Remuneration and Board Risk & Compliance Committees. Alison has more than 20 years’ experience in senior executive roles focused on building digital businesses and digital transformation across e-commerce, media and financial services. During this time, Alison served as the CEO of eCorp Limited, CEO of Hoyts Cinemas and CEO of eBay, Australia and New Zealand. She was the CEO of a technology-based investment company netus Pty Ltd. Alison was an Independent Director of Social Ventures Australia from September 2007 to April 2013 and a director of kikki.K Holdings Pty Ltd from October 2014 to June 2018. Current directorships: Cochlear Limited, Ramsay Health Care Limited, The Observership Program Limited, SCEGGS Darlinghurst Limited and Deputy Group Pty Ltd. Other interests: Senior Advisor, McKinsey & Company and Investment Committee member of the CSIRO Innovation Fund (Main Sequence Ventures). 6 CRAIG DUNN BCom, FCA Director since June 2015. Chairman of the Board Remuneration Committee. Member of each of the Board Nominations and Board Risk & Compliance Committees. Craig has more than 20 years’ experience in financial services, including as CEO of AMP Limited from 2008 to 2013. Craig was previously a director of Financial Literacy Australia Limited, a Board member of each of the Australian Japanese Business Cooperation Committee, Jobs for New South Wales, and the New South Wales Government’s Financial Services Knowledge and was the CEO of that firm from 2001 to 2007. His principal area of practice prior to his becoming CEO was in the corporate recovery field managing a number of Australia’s largest insolvency/workout/turnaround engagements including Linter Textiles (companies associated with Abraham Goldberg), Bell Publishing Group, Bond Brewing, McEwans Hardware and Brashs. He is also a former Director and Chairman of the Victorian Public Transport Corporation. Current directorships: Transurban Group (Chairman), BHP Group Limited, BHP Group plc, Baker Heart and Diabetes Institute and Align Capital Pty Ltd (Managing Director). 2 BRIAN HARTZER BA, CFA Managing Director & Chief Executive Officer since February 2015. Member of the Board Technology Committee. Brian was appointed Managing Director & Chief Executive Officer in February 2015. Brian joined Westpac as Chief Executive, Australian Financial Services in June 2012, encompassing Westpac Retail & Business Banking, St.George Banking Group and BT Financial Group. Prior to joining Westpac, Brian spent three years in the UK as CEO for Retail, Wealth and Ulster Bank at the Royal Bank of Scotland Group. Prior to that, he spent ten years with Australia and New Zealand Banking Group Limited (ANZ) in Australia in a variety of roles, including his final role as CEO, Australia and Global Segment Lead for Retail and Wealth. Before joining ANZ, Brian spent ten years as a financial services consultant in New York, San Francisco and Melbourne. Current directorships: The Australian National University Business and Industry Advisory Board (Chairman), the Financial Markets Foundation for Children and Australian Banking Association Incorporated. 3 NERIDA CAESAR BCom, MBA, GAICD Director since September 2017. Member of each of the Board Risk & Compliance and Board Technology Committees. Scheduled for re-election in December 2019. Nerida has over 30 years of broad-ranging commercial and business management experience. She was Group Managing Director and Chief Executive Officer, Australia and New Zealand, of Equifax (formerly Veda Group Limited) from February 2011 to June 2017. Nerida is also a former director of Genome.One Pty Ltd and Stone and Chalk Limited. Nerida was formerly Group Managing Director, Telstra Enterprise and Government, responsible for Telstra’s corporate, government and large business customers in Australia as well as the international sales division. Nerida also worked as Group Managing Director, Telstra Wholesale, and, prior to that, held the position of Executive Director Enterprise & Government, where she was responsible for managing products, services, and customer relationships throughout Australia. Nerida also held several senior management and sales positions with IBM within Australia and internationally over a 20-year period, including as Vice President of IBM’s Intel Server Division for the Asia-Pacific region. 11 10 9 8 7 6 5 4 3 2 1

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GOVERNANCE 2019 ANNUAL REVIEW & SUSTAINABILITY REPORT 37 For detailed information of the Board skills matrix refer to the Corporate Governance Statement. Hub. He is the former Chairman of Stone and Chalk Limited, and of the Investment and Financial Services Association (now the Financial Services Council). Craig 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. Current directorships: Telstra Corporation Limited and The Australian Ballet (Chairman). Other interests: Chairman of the International Standards Technical Committee on Blockchain and Distributed Ledger Technologies (ISO/TC 307). Consultant to King & Wood Mallesons. 7 ANITA FUNG BSocSc, MAppFin Director since October 2018. Member of the Board Risk & Compliance Committee. Member of Westpac’s Asia Advisory Board since October 2018. Anita’s career in the banking industry spans over 30 years, including 19 years at HSBC. During her time at HSBC, Anita held a number of senior management roles including Group General Manager, HSBC Group and most recently as Chief Executive Officer, Hong Kong from 2011 to 2015. Prior to joining HSBC, Anita held various positions at Standard Chartered Bank in its Treasury and Capital markets business. Current directorships: Hong Kong Exchanges and Clearing Limited, China Construction Bank Corporation, Hang Lung Properties Limited and Board member of the Airport Authority Hong Kong. Other interests: Member of the Hong Kong Museum Advisory Committee. 8 STEVEN HARKER BEc (Hons.), LLB Director since March 2019. Member of each of the Board Audit and Board Risk & Compliance Committees. Scheduled for re-election in December 2019. Steve has over 35 years of experience in investment banking. Steve was formerly Managing Director and Chief Executive Officer of Morgan Stanley Australia from 1998 to 2016 and then Vice Chairman until February 2019. Prior to joining Morgan Stanley, he spent 15 years with Barclays de Zoete Wedd (BZW, now Barclays Investment Bank). Steve is a former Chairman and Director of Australian Financial Markets Association Limited and a former Director of Investa Property Group. Steve also previously served on the board of the Centre for International Finance and Regulation. He is also a former Guardian of the Future Fund of Australia. Current directorships: The Banking and Finance Oath Limited, The Hunger Project Australia, ASX Refinitiv Charity Foundation, New South Wales Golf Club Foundation Limited and Ascham School Ltd. Other interests: Honorary Treasurer of Ascham School. Prior to his career at ANZ, Peter was a banking and finance, audit and consulting partner at KPMG Peat Marwick. Peter was formerly a Director of ANZ National Bank Limited in New Zealand and various ANZ subsidiaries. Current directorships: ASX Limited, ASX Clearing Corporation Limited, ASX Settlement Corporation Limited and Austraclear Limited. Other interests: Chairman of the Monash University Council’s Resources and Finance Committee. Member of Monash University Council. 10 PETER NASH BCom, FCA, F Fin Director since March 2018. Member of each of the Board Audit and Board Risk & Compliance Committees. Peter was formerly 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, Peter also served as a member of KPMG’s Global and Regional Boards. Peter has experience providing advice on a range of topics including business strategy, risk management, internal controls, business processes and regulatory change. He has also provided both financial and commercial advice to many Government businesses at both a Federal and State level. Peter is a former member of the Business Council of Australia and its Economic and Regulatory Committee. Current directorships: Johns Lyng Group Limited (Chairman), ASX Limited, Mirvac Group, Reconciliation Australia Limited and Golf Victoria Limited. Other interests: Board member of the Koorie Heritage Trust and Migration Council Australia. Member of the University of Melbourne Centre for Contemporary Chinese Studies Advisory Board. 11 MARGARET SEALE BA FAICD Director since March 2019. Member of each of the Board Remuneration and Board Risk & Compliance Committees. Scheduled for re-election in December 2019. Margie has more than 25 years’ experience in senior executive roles in Australia and overseas, including in consumer goods, global publishing, sales and marketing, and the successful transition of traditional business models to digital environments. Prior to her non-executive career, Margie was Managing Director of Random House Australia and New Zealand and President, Asia Development for Random House Inc. Margie is a former Director and then Chair of Penguin Random House Australia Pty Limited, and a former Director of Ramsay Health Care Limited, Bank of Queensland Limited and the Australian Publishers’ Association. She also previously served on the boards of Chief Executive Women (chairing its Scholarship Committee), the Powerhouse Museum, and the Sydney Writers Festival. Current directorships: Scentre Group Limited, Telstra Corporation Limited and Australian Pacific (Holdings) Pty Limited. Other interests: Member of the Australian Public Service Commission Centre for Learning and Leadership Advisory Board. 9 PETER MARRIOTT BEc (Hons.), FCA Director since June 2013. Chairman of the Board Audit Committee. Member of each of the Board Nominations, Board Risk & Compliance and Board Technology Committees. Scheduled for re-election in December 2019. Peter has over 30 years’ experience in senior management roles in the finance industry encompassing international banking, finance and auditing. Peter joined Australia and New Zealand Banking Group Limited (ANZ) in 1993 and held the role of Chief Financial Officer from July 1997 to May 2012. Years Skills matrix1 Strategic and commercial acumen11 Financial services experience 9 11 Financial acumen 9 11 Risk 9 11 Technology 7 11 Governance11 People, culture and conduct 10 11 Executive leadership 10 11 Listed company experience 8 11 International 7 11 Customer focus7 11 Board Diversity 36% Female 64% Male Board Tenure 6-9+ Years 0-3 3-6 Years 1. Number of directors with specific skills identified.

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GOVERNANCE 38 EXECUTIVE TEAM WESTPAC GROUP Executive team. 1 BRIAN HARTZER BA, CFA Managing Director & Chief Executive Officer Brian was appointed Managing Director & Chief Executive Officer in February 2015. Brian joined Westpac as Chief Executive, Australian Financial Services in June 2012, encompassing Westpac Retail & Business Banking, St.George Banking Group and BT Financial Group. Brian is a Director of the Australian Banking Association and was formerly the Chairman until December 2015. Prior to joining Westpac, Brian spent three years in the UK as CEO for Retail, Wealth and Ulster Bank at the Royal Bank of Scotland Group. Prior to that, he spent ten years with Australia and New Zealand Banking Group Limited (ANZ) in Australia in a variety of roles, including his final role as CEO, Australia and Global Segment Lead for Retail and Wealth. Before joining ANZ, Brian spent ten years as a financial services consultant in New York, San Francisco and Melbourne. Brian graduated from Princeton University with a degree in European History and is a Chartered Financial Analyst. Lyn has over 27 years’ experience in financial services. Prior to joining Westpac, Lyn held a variety of senior positions at the Commonwealth Bank of Australia including serving as Group Treasurer from 2007 to 2013 and most recently as Executive General Manager, Retail Products & Third Party Banking. She also held senior roles at Barclays Capital in Australia and Citibank in Australia and Asia Pacific, and was CEO of Trading Room (a joint venture between Macquarie Bank and Fairfax). Lyn is a Board member of the Australian Financial Markets Association (AFMA), the Banking & Finance Oath and the Westpac Foundation. She is Chairman of Westpac’s Asia Advisory Board and is also a member of Chief Executive Women. Lyn has a Bachelor of Economics from Macquarie University, is a Senior Fellow of the Financial Services Institute of Australia and is a graduate of the Australian Institute of Company Directors. 4 PETER KING BEc, FCA Chief Financial Officer Peter was appointed Chief Financial Officer in April 2014. Peter has responsibility for Westpac’s Finance, Tax, Treasury and Investor Relations functions. Prior to this appointment, Peter was the Deputy Chief Financial Officer for three years and has held other senior finance positions across the Group, including in Group Finance, Business and Consumer Banking, Business and Technology Services, Treasury and Financial Markets. Peter commenced his career at Deloitte Touche Tohmatsu. He has a Bachelor of Economics from Sydney University and completed the Advanced Management Programme at INSEAD. He is a Fellow of the Institute of Chartered Accountants. 2 CRAIG BRIGHT B.Comp Chief Information Officer Craig was appointed Group Chief Information Officer in December 2018. Craig has more than 30 years’ experience in technology and financial services. He has held divisional CIO roles in retail banking, business banking and investment banking and led complex global scale technology operations. Prior to joining Westpac, Craig was Chief Technology Officer, Global Consumer Bank at Citigroup. He led a division of technology employees executing a cloud and mobile first strategy supporting digital channels and a mix of Citi Smart Banking formats worldwide. Craig has also held senior roles at Barclays in London, National Australia Bank and Ernst & Young. Craig has a Bachelor of Computing from Monash University and a Computer Field Service Certificate from Royal Melbourne Institute of Technology. 5 REBECCA LIM B Econ, LLB (Hons) Group Executive, Legal & Secretariat Rebecca was appointed as a Westpac Group Executive in October 2016 and is responsible for legal and secretariat functions globally. She was appointed Group General Counsel in November 2011 and was Chief Compliance Officer from 2013 to 2017. Rebecca joined Westpac in 2002 and has held a variety of other senior leadership roles including General Manager, Human Resources for St.George Bank and General Manager, St.George Private Clients. Rebecca began her career at Blake Dawson Waldron (now Ashurst) before joining the US firm Skadden Arps where she worked in both New York and London. Rebecca then moved into an in-house role in investment banking at Goldman Sachs in London before returning to Australia and joining Westpac. Rebecca is Deputy Chair of the GC100 Executive Committee and a member of Chief Executive Women. 3 LYN COBLEY BEc, SF FIN, GAICD Chief Executive, Westpac Institutional Bank Lyn was appointed Chief Executive, Westpac Institutional Bank in September 2015. She has responsibility for Westpac’s global relationships with corporate, institutional and government clients as well as all products across financial and capital markets, transactional banking, structured finance and working capital payments. In addition, Lyn oversees Westpac’s International and Pacific Island businesses. 12 11 9 10 8 7 6 5 4 3 1 2

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GOVERNANCE 2019 ANNUAL REVIEW & SUSTAINABILITY REPORT 39 6 DAVID LINDBERG HBA (Hons. Economics) Chief Executive, Consumer David was appointed Chief Executive, Consumer in April 2019, responsible for the end to end relationships with consumer customers. This includes all consumer distribution, digital, marketing, banking and insurance products and services under the Westpac, St.George, BankSA, Bank of Melbourne, BT, and RAMS brands. Prior to this appointment, David was Chief Executive, Business Bank from June 2015 managing relationships with business customers for the Westpac, St.George, BankSA and Bank of Melbourne brands. Before this David was Chief Product Officer for the Group’s retail and business products, as well as overseeing the Group’s digital activities. Before joining Westpac in 2012, David was Executive General Manager, Cards, Payments & Retail Strategy at the Commonwealth Bank of Australia. David was also formerly Managing Director, Strategy, Marketing & Customer Segmentation at Australia and New Zealand Banking Group Limited and Vice President and Head of Australia for First Manhattan. Before joining Westpac, David was Director, Capital Markets at Deutsche Morgan Grenfell from 1994. He also established the New Zealand branch of Deutsche Bank and was New Zealand Resident Branch Manager. In 1988, David joined Southpac/ National Bank as a Capital Markets Executive. Prior to this, David worked as a lawyer in private practice and also served as in-house counsel for NatWest NZ from 1985. 11 GARY THURSBY BEc, DipAcc, FCA Chief Operating Officer Gary was appointed Chief Operating Officer in April 2019, having previously been in the role of Group Executive, Strategy & Enterprise Services since October 2016. In addition to leading the Group’s strategy function, his role is designed to support delivery of the Group’s Service Revolution and provide services to support the Group’s operating businesses. Gary’s responsibilities also include banking operations, advice remediation, procurement, property, analytics, and enterprise investments. In addition, Gary oversees the Group’s corporate and business development portfolios. Before joining Westpac in 2008, Gary held a number of senior finance roles at Commonwealth Bank of Australia including Deputy CFO and CFO Retail Bank. Gary has over 20 years’ experience in financial services, covering finance, M&A and large scale program delivery. He commenced his career at Deloitte Touche Tohmatsu. Gary has a Bachelor of Economics and a Post Graduate Diploma in Accounting from Flinders University of South Australia and is a Fellow of the Institute of Chartered Accountants. 9 CHRISTINE PARKER BGDipBus (HRM) Group Executive, Human Resources Christine was appointed to Westpac Group’s Executive Team in October 2011. As Group Executive, Human Resources, Christine leads the HR function for the Group, responsible for strengthening our service oriented and inclusive culture, attracting and retaining the best talent, developing and helping our workforce to grow skills for the future, rewarding and recognising our people and ensuring the health and wellbeing of our people. Christine also oversees the Group’s Customer Advocate function, corporate communications, and supports the CEO and Board on culture and conduct. Christine also has responsibility for Office of the Banking Executive Accountability Regime. Since joining Westpac in 2007, Christine has held a variety of senior leadership roles including Group General Manager, Human Resources and General Manager, Human Resources for Westpac New Zealand Limited. Before joining Westpac, Christine held senior HR roles in a number of high profile organisations and across a range of industries, including Carter Holt Harvey and Restaurant Brands New Zealand. Christine was previously a Director of Women’s Community Shelters and is a current member of the Chief Executive Women, Governor of St.George Foundation and member of the Veterans’ Employment Industry Advisory Committee. 7 CAROLYN MCCANN BBus (Com), BA, GradDipAppFin, GAICD Group Executive, Customer & Corporate Relations Carolyn was appointed as Westpac’s Group Executive, Customer & Corporate Relations in June 2018. This division brings together management of the Group’s customer resolution and reporting, alongside our corporate affairs, communications and sustainability functions, recognising the importance of setting high service standards and quickly resolving customer issues in managing the Group’s relationship with its customers. Carolyn joined the Westpac Group in 2013, as General Manager, Corporate Affairs & Sustainability, during which time she played an instrumental role in leading the Group’s bicentenary program, including the launch of the $100 million Westpac Scholars Trust (formerly known as the Westpac Bicentennial Foundation). Prior to joining Westpac, Carolyn spent 13 years at Insurance Australia Group in various positions, including Group General Manager, Corporate Affairs & Investor Relations. Carolyn began her career in consulting and has extensive experience in financial services. 12 ALASTAIR WELSH MBA, BCA, CA Acting Chief Executive, Business Alastair was appointed Acting Chief Executive, Business in April 2019. The Business division leads relationships with Australia’s small, commercial, corporate and agri businesses providing a wide range of banking services and support across Westpac, St George, BankSA, Bank of Melbourne and Capital Finance brands. The division also supports customers’ wealth and investment needs including Private Wealth, Superannuation, Platforms, Investments and Operations businesses through all of our brands. Alastair holds more than 30 years’ experience in banking in the UK, New Zealand and Australia. Since joining Westpac NZ in 1992, he has held a variety of roles from relationship management through to leadership positions for Small Business Banking, BT Financial Group and Group Customer Transformation. Prior to this appointment, Alastair was General Manager for the Westpac Commercial Business Bank. 10 DAVID STEPHEN BBus Chief Risk Officer David was appointed Chief Risk Officer in October 2018, with responsibility for risk management and compliance activities across the Group. Prior to this, David was the Chief Risk Officer for Royal Bank of Scotland (RBS) from 2013, having first joined RBS in 2010 as the Deputy Chief Risk Officer. David has also previously held other senior roles at both retail and investment banks in the UK, USA, Hong Kong and Australia, including serving as Chief Risk Officer at ANZ and Chief Credit Officer at Credit Suisse Financial Products. David has a Bachelor of Business in Banking and Finance from Monash University and is a Board member of both the International Financial Risk Institute and the Financial Services Institute of Australia (FINSIA). 8 DAVID MCLEAN LLB (Hons.) Chief Executive Officer, Westpac New Zealand David was appointed Chief Executive Officer, Westpac New Zealand in February 2015. Since joining Westpac in February 1999, David has held a number of senior roles, including Head of Debt Capital Markets New Zealand, General Manager, Private, Wealth and Insurance New Zealand and Head of Westpac Institutional Bank New Zealand, and most recently, Managing Director of the Westpac New York branch.

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GOVERNANCE 40 REMUNERATION WESTPAC GROUP Remuneration reflects performance. We have made significant changes to executive remuneration this year to respond to shareholder feedback received on the 2018 Remuneration Report. Westpac’s 2019 performance is discussed in detail in both the Chairman’s report and the CEO’s annual letter in this Review. The 2019 variable reward outcomes reflect Group, divisional and individual performance and risk outcomes. This includes through 2019 Short Term Variable Reward (STVR) outcomes that are below target (and in some cases zero) and the lapsing of 2016 Long Term Variable Reward (LTVR). Following the first strike received against our 2018 Remuneration Report at last year’s Annual General Meeting, we have increased engagement with shareholders to better understand their views. As a result of this feedback, along with the Board’s own assessment, we have implemented a number of changes to remuneration, including: • A reduction to the 2020 total target remuneration of 23% for the CEO and 12.5% for Group Executives; • The introduction of clawback as an additional adjustment tool to recover (to the extent legally permissable) deferred variable reward after it has vested in certain limited circumstances (such as serious misconduct or other conduct that resulted in, or would justify, termination of employment). Clawback will apply to variable remuneration awarded in respect of performance periods commencing on or after 1 October 2019 where the conduct warranting clawback occurs after this date. • The removal of the use of a fair value allocation methodology to determine the number of performance share rights issued to the CEO and Group Executives. 2019 remuneration outcomes, summarised on the opposite page, reflect performance against the 2019 scorecard and the Board’s discretion to adjust variable remuneration outcomes for the CEO and Group Executives. 2019 remuneration outcomes – snapshot compliance matters that impacted t, Chief Executive Officer The CEO recommended to the Board that he forego his STVR for this year. The Board separately considered the matter and determined that a zero STVR outcome for 2019 for the CEO was appropriate to reflect accountability for poor non-financial risk and financial outcomes, as well as some poor customer outcomes, including those highlighted at the Royal Commission. The 2016 LTVR lapsed in full because the relative TSR and cash EPS performance hurdles were not achieved. The CEO has not received a share-based payment under the LTVR for four consecutive years, equating to $15.96 million worth of lapsed performance share rights over that period. This result is aligned with shareholder outcomes over the period. In 2019, the CEO received $2.69 million in fixed remuneration and $1.33 million in deferred STVR awarded in prior years that vested during the year, equalling $4.02 million in total realised remuneration (i.e. take-home pay). This outcome is 33% of the maximum remuneration he could have received for the year. The CEO has not received a total target remuneration increase since his appointment in 2015. Group Executives Group Executives received between 0% and 83% of their 2019 STVR target opportunity. The 2016 LTVR lapsed in full because the relative TSR and cash EPS performance hurdles were not achieved. The 2019 STVR scorecard outcome for non-financial risk measures was reduced to zero for Group Executives. In addition, downward remuneration adjustments were applied to two Group Executives and two former Group Executives in response to material risk and the Group, in some instances reducing 2019 STVR outcomes to zero. Many of these adjustments related to events from prior periods which have continued to develop and, in some cases, for which material remediation costs were accounted for in 2019. In addition, the Board exercised its discretion to apply downward adjustments to a portion of deferred STVR awarded in prior years for two former Group Executives. All employees The 2019 Group variable reward pool for all employees was reduced by $126 million from 2018 to align with Group performance. Downward remuneration adjustments to STVR outcomes were approved for 13 General Managers in response to material risk and compliance matters impacting the Group, ranging from 10% to 100%. Directors Non-executive Director base fees were reduced by 20% for all current Non-executive Directors for the 2019 financial year as a one-off measure. For more information, see the 2019 Remuneration Report, part of Westpac’s 2019 Annual Repor online at www.westpac.com.au /2019annualreport

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GOVERNANCE 2019 ANNUAL REVIEW & SUSTAINABILITY REPORT 41 CEO and senior executive remuneration Westpac’s remuneration strategy is designed to attract and retain talented employees by rewarding them for achieving high performance and delivering superior long-term results for our customers and shareholders, while adhering to sound risk management and governance principles. SENIOR EXECUTIVE TEAM: REMUNERATION REALISED DURING 2019 ($) 1. Fixed remuneration is the total cost of salary, salary sacrificed benefits (including motor vehicles, parking and associated FBT) and an accrual for annual leave entitlements. 2. Cash STVR awarded represents 50% of the 2019 STVR outcome and will be paid in December 2019. The remaining 50% is deferred in the form of equity granted in December 2019 which will vest in equal tranches in October 2020 and October 2021 subject to continued service and adjustment. 3. Prior year deferred STVR vested in 2019 represents 25% of 2017 and 2018 STVR outcomes awarded as deferred equity vested in 2019. 4. Prior year LTVR vested in 2019 represents the equity awarded under the 2016 LTVR plan which vested in 2019. 5. Total remuneration realised is the addition of the prior columns. 6. The maximum value of remuneration foregone includes cash STVR not awarded in respect of the year (based on the maximum STVR opportunity) and deferred STVR and LTVR awarded in prior years that was forfeited, adjusted or lapsed during the year. 7. Craig Bright commenced in his KMP role on 4 December 2018. 8. David Lindberg was the Chief Executive, Business Bank until 1 April 2019 when he was appointed as the Chief Executive, Consumer. 9. Gary Thursby’s role and title changed from Group Executive, Strategy & Enterprise Services to Chief Operating Officer on 1 April 2019. 10. Alastair Welsh commenced in his KMP role on 1 April 2019. 11. Brad Cooper ceased in his KMP role on 1 April 2019. 12. Dave Curran ceased in his KMP role on 4 December 2018 and was not eligible to receive STVR in 2019. 13. George Frazis ceased in his KMP role on 1 April 2019. Non-executive Director Remuneration Westpac’s Non-executive Director remuneration strategy is designed to attract and retain experienced, qualified Board members and remunerate them appropriately for their time and expertise. The base fees paid to the Chairman and other Non-executive Directors were reduced by 20% for 2019 as a one-off measure. The reduction was applied to all current Non-executive Directors in recognition of the collective accountability as the Board of Westpac for customer outcomes highlighted by the Royal Commission, shareholder sentiment leading to the first strike at the 2018 Annual General Meeting and significant non-financial risk matters. BOARD OF DIRECTORS: REMUNERATION RECEIVED DURING 2019 ($) 1. Includes fees paid to the Chairman and members of Board Committees. 2. Non-monetary benefits are determined on the basis of the cost to the Group (including associated fringe benefits tax (FBT), where applicable) and include provision of taxation advice. 3. Steve Harker commenced in his KMP role on 1 March 2019. 4. Margaret Seale commenced in her KMP role on 1 March 2019. 5. Peter Hawkins retired on 12 December 2018 following the completion of the 2018 Annual General Meeting. Name Position Westpac Banking Subsidiary Corporation and Advisory Non-monetary Board fee1Board fees benefits2 SuperannuationTotal Lindsay MaxstedChairman 648,000––20,658 668,658 Nerida Caesar Director 232,000 ––20,658252,658 Ewen Crouch Director 323,000 ––20,658343,658 Alison Deans Director 276,200 ––20,658296,858 Craig DunnDirector 275,800 ––20,658296,458 Anita FungDirector 212,000 83,146 6,30020,658322,104 Steven Harker3 Director 123,667 ––11,972135,639 Peter Marriott Director 302,400 ––20,658323,058 Peter Nash Director 244,000 ––20,658264,658 Margaret Seale4 Director 123,667––11,972135,639 Peter Hawkins5Director 64,3757,241–4,24875,864 Total Total remuneration Fixed Cash STVR Prior year Prior year remuneration foregone remunerationawarded deferred STVR LTVR vested realised (maximum) Name Position during 20191for 20192 vested in 20193 in 20194in 20195 in 20196 Brian Hartzer Managing Director & Chief Executive Officer 2,686,000 0 1,329,00004,015,0008,095,500 Craig Bright7 Chief Information Officer 1,008,276381,000 ––1,389,276 307,500 Lyn Cobley Chief Executive, Westpac Institutional Bank 1,122,001338,500582,000 –2,042,5013,211,000 Peter King Chief Financial Officer 1,288,000326,500 601,0000 2,215,5002,953,500 Rebecca Lim Group Executive, Legal & Secretariat950,000262,500 409,00001,621,500 805,000 David Lindberg8 Chief Executive, Consumer 1,124,000125,000 516,000 0 1,765,0002,759,000 Carolyn McCannGroup Executive, Customer & Corporate Relations 740,000194,500 260,00001,194,500702,750 David McLeanChief Executive Officer, Westpac New Zealand 1,028,900426,975538,0000 1,993,875 2,274,700 Christine ParkerGroup Executive, Human Resources884,000 315,000 501,00001,700,0002,165,000 David StephenChief Risk Officer 1,800,000466,000 ––2,266,000 546,500 Gary Thursby9 Chief Operating Officer 900,000315,000 467,0000 1,682,0001,082,000 Alastair Welsh10Acting Chief Executive, Business 401,533135,000––536,533 165,000 Brad Cooper11Chief Executive Officer, BT Financial Group 553,3710615,00001,168,3713,127,000 Dave Curran12Chief Information Officer 189,801–571,0000760,8012,156,000 George Frazis13Chief Executive, Consumer Bank 577,2030 701,00001,278,203 3,006,000

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42 FIVE YEAR SUMMARY WESTPAC GROUP Five-year Financial and other information1 (in $millions unless otherwise indicated) summary. 1. The Summary Income Statement and the Balance Sheet information and key financial ratios (excluding cash ratios) have been extracted from the Westpac 2019 audited Annual Report. For more detail please refer to the Westpac 2019 Annual Report, available at www.westpac.com.au/investorcentre. Where accounting classifications have changed or where changes in accounting policy are adopted retrospectively, comparatives have been revised and may differ from results previously reported. 2. Cash earnings is viewed as a measure of the level of profit that is generated by ongoing operations and is therefore considered in assessing distributions, including dividends. For more detail refer to the Westpac 2019 Annual Report. 3. Adjusted for Treasury shares. 4. Total equity attributable to owners of Westpac Banking Corporation, after deducting intangible assets divided by the number of ordinary shares outstanding, less Treasury shares held. 5. Provisions for expected credit losses (ECL) for the 30 September 2019 year end have been determined based on AASB 9 Financial Instruments (December 2014). Comparatives based on AASB 139 Financial Instruments: Recognition and Measurement have not been restated. Refer to Note 1 and Note 13 to the financial statements for further details. 2019 2018 2017 2016 2015 Income statements for the years ended 30 September1 Net interest income 16,907 16,505 15,51615,14814,267 Non-interest income 3,742 5,502 6,134 5,693 7,241 Net operating income before operating expenses and impairment charges 20,649 22,00721,650 20,84121,508 Operating expenses (10,106) (9,566) (9,282)(9,073) (9,339) Impairment charges (794) (710) (853) (1,124)(753) Profit before income tax 9,749 11,73111,51510,644 11,416 Income tax expense (2,959) (3,632) (3,518) (3,184) (3,348) Profit attributable to non-controlling interests (6) (4) (7) (15) (56) Net profit attributable to owners of Westpac Banking Corporation 6,784 8,095 7,990 7,445 8,012 Cash earnings adjustments 65 (30)72 377 (192) Cash earnings2 6,849 8,065 8,062 7,822 7,820 Balance sheet as at 30 September1 Total assets 906,626 879,592 851,875 839,202 812,156 Total shareholders’ equity and non-controlling interests 65,507 64,573 61,342 58,181 53,915 Business performance Operating expenses to operating income ratio (%) 48.94 43.47 42.87 43.53 43.42 Net interest margin (%) 2.12 2.132.06 2.102.09 Capital adequacy Common equity tier 1 capital ratio — APRA Basel III (%) 10.7 10.6 10.6 9.5 9.5 Tier 1 capital ratio (%) 12.8 12.812.711.211.4 Total capital ratio (%) 15.6 14.714.813.113.3 Total equity to total assets (%) 7.2 7.3 7.2 6.9 6.6 Credit quality Net impaired assets to equity and collectively assessed provisions (%)5 1.43 1.14 1.291.791.80 Total provisions for expected credit losses/impairment on loans and credit commitments to total loans (basis points) 54 43 45 54 53 Key financial ratios Shareholder value Dividends per ordinary share (cents) 174 188188188187 Dividend payout ratio (%)3 88.8 79.5 79.3 84.2 73.4 Dividend payout ratio — cash earnings (%)3 88.1 79.9 78.7 80.3 75.4 Cash earnings to average ordinary equity (%) 10.8 13.013.814.015.8 Cash earnings per share (cents) 198.2 236.2 239.7 235.5 248.2 Net tangible assets per ordinary share4 ($) 15.36 15.3914.66 13.90 13.02 Closing share price as at 30 September ($) 29.64 27.93 31.9229.5129.70

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2019 ANNUAL REVIEW & SUSTAINABILITY REPORT 43 Non-financial summary1, 2 1. Definitions and further information on metrics is available in the 2019 Westpac Annual Report and online at www.westpac.com.au/investorcentre. 2. An expanded set of performance metrics for employees, customers, sustainable lending and investment, environment, supplier and social and economic impact are available in 2019 Westpac Sustainability Performance Report and online www.westpac.com.au/sustainability. 3. Change in trend reflects updates to our complaints policy and standard which now requires people to log all complaints, even if they are resolved within 5 days. 2019 2018 2017 2016 2015 Customer Total customers (millions) 14.2 14.213.913.413.2 Digitally active customers (millions) 5.8 5.6 5.3 4.9 4.9 Branches 1,143 1,204 1,2511,3101,429 Branches with 24/7 capability (%) 35 33 29 27 22 ATMs 2,847 3,222 3,665 3,757 3,850 Smart ATMs (%) 54 47 44 37 31 Change in consumer complaints (%) – Australia3 94 12(18) (31) (28) Change in consumer complaints (%) – NZ 2 (16) (21) (7) (18) Employees Total employees (full-time equivalent) 33,288 35,029 35,096 35,580 35,484 Employee voluntary attrition (%) 10.3 10.09.6 10.6 10.6 New starter retention (%) 84.5 84.184.7 85.5 85.3 Employee Commitment Index (%) 71 73 76 –– Lost Time Injury Frequency Rate (LTIFR) 0.4 0.4 0.6 0.80.8 Women as percentage of the total workforce (%) 58 57 58 58 59 Women in leadership (%) 50 50 50 48 46 Environment Total Scope 1 and 2 emissions (tonnes CO2-e) 121,168 128,339 134,237 156,701175,806 Total Scope 3 emissions (tonnes CO2-e) 62,242 65,783 68,83063,347 68,484 Paper consumption – Aust and NZ (tonnes) 1,812 2,1612,706 3,3044,857 Sustainable lending and investment Climate change solutions attributable financing – Aust and NZ ($millions) 9,263 9,1136,979 6,1936,054 Proportion of electricity generation financing in renewables including hydro – Aust and NZ (%) 75 7165 59 61 Electricity generation portfolio emissions intensity (tonnes CO2-e/MWh) 0.26 0.28 0.36 0.38 0.38 Finance assessed under the Equator Principles – Group ($millions) 454 773 8916171,065 Social Impact Community investment excluding commercial sponsorship ($millions) 130 128164148149 Community investment as a percentage of pre-tax profits – Group (%) 1.33 1.091.421.391.30 Community investment as a percentage of pre-tax operating profit (cash earnings basis) 1.32 1.10 1.411.321.33 Financial education (participants) 619,995 133,844 112,26359,596 65,538 Supply chain Number of suppliers assessed against Responsible Sourcing Code of Conduct 98 100 31–– Spend with Indigenous Australian suppliers – Australia ($millions) 3.6 3.8 2.8 1.71.2

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44 FINANCIAL CALENDAR WESTPAC GROUP Financial calendar & contact information. Tel: +61 2 9155 7713 www.westpac.com.au/investorcentre For questions and comments on Fax: +61 2 9287 0303 at www.westpac.com.au/sustainability. United Nations Global Compact and Financial calendar for Westpac Ordinary Shares Record date for final dividend 13 November 2019 Annual General Meeting 12 December 2019 Final dividend payable 20 December 2019 Financial half year end 31 March 2020 Interim results and dividend announcement 4 May 2020 Record date for interim dividend 15 May 2020 Interim dividend payable 25 June 2020 Financial year end 30 September 2020 Contact information Head Office Westpac Investor Relations 275 Kent StreetEmail: investorrelations@westpac.com.au Sydney NSW 2000 AustraliaTel: +61 2 8253 3143 Fax: +61 2 8253 4128 International tel: +61 2 9806 4032 Westpac Group Sustainability Share Registrar our sustainability performance: Link Market Services Limited Email: sustainability@westpac.com.au Level 12, 680 George Streetwww.westpac.com.au/sustainability Sydney NSW 2000 Australia Mail: Locked Bag A6015 Sydney South NSW 1235 Australia Tel: +61 1800 804 255 Email: westpac@linkmarketservices.com.au www.linkmarketservices.com.au Assurance Our adherence to the GRI G4 Sustainability Reporting Guidelines and disclosures associated with alignment to the AA1000 AccountAbility Principles Standard have been independently assured by PricewaterhouseCoopers (PwC). For further information please refer to the detailed assurance statement available in the 2019 Sustainability Performance Report For information on our compliance with International Agreements, including the Declaration on Human Rights, contact the General Manager of Group Corporate Affairs & Sustainability via Westpac Group Sustainability, details above. Westpac Group’s 2019 Reporting Suite Westpac’s full 2019 reporting suite includes the Group’s Annual Report, Full Year Financial Results, Investor Discussion Pack, Annual Review and Sustainability Report, Sustainability Performance Report, Pillar 3 Report and other shareholder information including a financial calendar. For details, visit the Investor Centre at www.westpac.com.au/investorcentre. Sustainability Report Performance Report it matters. Sustainability Help when 2019 Sustainability Performance Report Annual Review and Help when it matters. 2019 Annual Review & Sustainability Report Annual Report 2019 Annual Report Help when it matters.

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The 2019 Westpac Group Annual Review & Sustainability Report 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. Environment ISO 14001

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estpac GROUP www.westpac.com.au

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Exhibit 2

 

Westpac Banking Corporation 2019 Annual General Meeting Notice of Meeting Westpac Banking Corporation ABN 33 007 457 141

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CONTENTS MESSAGE FROM THE CHAIRMAN 3 NOTICE OF 2019 ANNUAL GENERAL MEETING 10 IMPORTANT VOTING INFORMATION 12 EXPLANATORY NOTES 15 ATTENDING THE AGM 38 ANNUAL GENERAL MEETING THURSDAY, 12 DECEMBER 2019 10:00 AM (SYDNEY TIME) INTERNATIONAL CONVENTION CENTRE SYDNEY DARLING HARBOUR THEATRE, LEVEL 2, 14 DARLING DRIVE, SYDNEY NEW SOUTH WALES 2000 Westpac Banking Corporation ABN 33 007 457 141

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provisions related to customer remediation 2019 Annual General Meeting (AGM). In what has continued to be a challenging wealth operating model, including exiting for Westpac, I want to begin by summarising by financial advisers under our licences. our performance and strategic progress. demand for credit and increasing competition and Financial Services Industry’s final and the overall level of stressed assets is little Culture, Governance and Accountability delinquencies have increased, consistent with customer remediation have been major areas soft housing markets, particularly in Western time, the operating environment for financial has been broadly as expected. Strategically, your company continues to heightened regulatory scrutiny and action, major milestones on enhancing our interest rates and higher capital requirements. Your Board is very mindful of the impact of improved customer service. For example, from a reduction in the dividend, and so I ultimately be the technology supporting our 2019 NOTICE OF MEETING 3 MESSAGE FROM THE CHAIRMAN 2019 performance Your Board recognises the challenges in the operating environment and our need to improve the management of non-financial risks. Against this background it is worth reiterating that our capital remains above the Australian Prudential Regulation Authority’s (APRA) unquestionably strong benchmark, our funding and liquidity is sound and our customer franchise is healthy with a market share of around 20% across most of the major segments in which we operate. Our financial performance this year, however, has been disappointing. Cash earnings (our Dear Shareholderpreferred measure of assessing financial It is my pleasure to invite you to Westpac’sperformance) was down, largely reflecting and costs associated with changes in our period for the financial services sector, and the provision of personal financial advice developments relevant to the AGM, including Performance was also affected by lower The release of the Royal Commission into from a range of bank and non-bank players. Misconduct in the Banking, Superannuation Asset quality has continued to be a highlight report (Royal Commission Report), our changed over the year. Nevertheless, consumer self-assessment (CGA self-assessment) and weaker economic activity and the relatively of focus for Westpac this year. At the same Australia and regional Queensland, but this services has become more complex, with slowing economic growth, historically low make good progress. We have achieved technology infrastructure while delivering these challenges on shareholders, including our Customer Service Hub, which will thank you for your ongoing support. customer interactions, is now operational and is already improving our mortgage

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4 WESTPAC GROUP MESSAGE FROM THE CHAIRMAN origination process. We have consolidated and further strengthened our data platforms and launched a new front-end system for our business bankers. We have also enhanced our services to customers, including a new online feature that provides customers with improved options (including better interest rates) when rolling over a term deposit. Responding to the strike on the 2018 Remuneration Report At our 2018 AGM, we received a significant vote against our 2018 Remuneration Report and, as a result, incurred a ‘first strike’. In accordance with Australia’s Corporations Act, if Westpac receives a second strike against our 2019 Remuneration Report, a separate resolution must be put to shareholders at the 2019 AGM asking if you wish to hold an extraordinary general meeting, a ‘spill meeting’. The details of this process and what this means are further explained in this Notice of Meeting. I want to assure shareholders that I, and your Board, recognise that decisions on executive remuneration last year were not in line with shareholder expectations. In response, we have consulted extensively with shareholders to better understand their views and act on feedback. This process included a number of meetings with both individual and institutional shareholders over the year. I appreciate the time that shareholders have taken to share their thoughts directly with me and your Board. In my letter to shareholders earlier this year, I explained that the key concern of shareholders was that short-term variable reward (STVR) in 2018 did not reflect performance and that the Board did not apply sufficient discretion to the final STVR outcomes. Shareholders also provided feedback on the overall quantum of executive pay, the use of fair value to determine the award value of long-term variable reward (LTVR) and the lack of variability in STVR to executives over time. A number of shareholders also explained that the vote against the 2018 Remuneration Report was used to signal their overall disappointment in relation to the issues that emerged through the Royal Commission. Strengthening governance The release of the Royal Commission Report and the finalisation of our CGA self-assessment highlighted some shortcomings in our company, including the management of non-financial risk. Much has already been said about these topics, including in my letter which accompanied your 2019 interim dividend statement, and I want to reiterate that these matters have been taken very seriously by your Board. We know we need to do better and have a range of programs underway to strengthen governance, better support vulnerable customers, further enhance remuneration structures and embed a stronger customer-focused culture. Many of these initiatives began in 2018 and will continue into 2020. Given their importance, significant focus is being applied to make sure the right resources and level of attention are directed to this work and your Board is monitoring closely. The message I hope shareholders take away is that we have looked closely at the areas where we have not met expectations, identified our shortcomings and are progressing plans to fix issues and restore trust in Australia’s oldest company. As Chairman I observe, first-hand, the depth of Westpac’s culture and the commitment of our people to customers – this is one of Westpac’s core strengths that will help your company emerge from this period an even stronger company.

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2019 NOTICE OF MEETING 5 • No LTVR vested for the CEO and Group Executives in 2019 as performance hurdles were not met. These awards typically make up around one third of each of the CEO’s or a Group Executive’s total remuneration. Director base fees were reduced by 20% for all current Non-executive Directors for the 2019 financial year. Remuneration decisions We made a number of decisions in relation to Key Management Personnel remuneration this year. The key decisions we have made are listed below with further details provided in the explanatory notes: • • The CEO recommended to the Board that he forego his STVR for this year. The Board separately considered the matter and determined that a zero STVR outcome for 2019 for the CEO was appropriate to reflect accountability for poor non-financial risk and financial outcomes, as well as some poor customer outcomes, including those highlighted at the Royal Commission. At the same time, the CEO has had no increase in his base pay, and indeed he has not had an increase in his base pay since he commenced the role in 2015. Group Executives received between 0% and 83% of their target STVR. The scorecard outcome for non-financial risk measures was reduced to zero for Group Executives. In addition, the Board used its discretion to apply downward remuneration adjustments to two Group Executives and two former Group Executives in response to material risk and compliance matters that impacted the Group, in some instances reducing 2019 STVR outcomes to zero. Many of these adjustments related to events from prior periods which have continued to develop and, in some cases, for which material remediation costs have been accounted for in 2019. In addition, the Board exercised its discretion to apply downward adjustments to a portion of deferred STVR for two former Group Executives. Changes have also been made to 2020 remuneration structures including: • the removal of the use of fair value to determine the number of performance rights issued to the CEO and Group Executives; reductions to the total target remuneration (comprising fixed remuneration, target STVR and LTVR opportunity at face value) of the CEO and Group Executives by 23% and 12.5% respectively, reflecting changes made to LTVR. As a result of the reduction to the CEO’s remuneration, his total target remuneration becomes comparable to other Australian major bank CEOs; and the use of relative Total Shareholder Return as the performance hurdle for the 2020 LTVR and the introduction of clawback as an additional adjustment tool (noting that other LTVR vesting conditions remain unchanged, including the ability of the Board to apply discretion to outcomes). • • • •

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6 WESTPAC GROUP MESSAGE FROM THE CHAIRMAN While significant changes were made to remuneration this year, some debate remains on executive remuneration structures. We will continue to assess our approach, taking into account ongoing shareholder feedback and new requirements which are being developed by our main banking regulator, APRA. We are actively participating in the consultation process with APRA on its draft prudential standard on remuneration. We will continue to review the remuneration design in 2020 following the release of APRA’s final prudential standard on remuneration. Further detail on Westpac’s 2019 remuneration outcomes, is available in this Notice of Meeting and in the Remuneration Report included in the 2019 Annual Report. Board renewal Over recent years, your Board has undergone significant renewal and I am confident the Board has the right mix of skills, experience and diversity. I believe you are well represented and highly recommend shareholders vote in favour of the Non-executive Directors who are up for election and re-election at the AGM. Resolutions requisitioned by shareholders Westpac has received a notice proposing two resolutions at our 2019 AGM that was initiated by an environmental organisation, Market Forces. The resolutions were requisitioned by shareholders representing approximately 0.01% of Westpac’s shares on issue and we have published the full details in this Notice of Meeting. The Board has considered these resolutions and does not believe they are in the best interests of Westpac shareholders as a whole and accordingly, the Board recommends shareholders vote against Items 6(a) and 6(b). Of the two resolutions, the first is a ‘special resolution’ that seeks to amend Westpac’s constitution to allow ‘advisory resolutions’ to be tabled at general meetings. The second resolution is an ‘advisory resolution’ that requests Westpac disclose in its annual reporting strategies and targets to reduce its exposure to fossil fuels, including the elimination of exposure to thermal coal by no later than 2030. The second resolution can only be properly considered if the first resolution is passed, and accordingly will only be put to the vote at the AGM if the first resolution is approved by the requisite majority of shareholders.

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2019 NOTICE OF MEETING 7 On the first resolution, the Board does not believe that the requisitioned resolution which is the subject of Item 6(a) is in the best interests of shareholders. Further, the Board believes that appropriate avenues are already available to shareholders should they wish to express their opinions to the Board. On the second resolution, Westpac already discloses significant information on our climate position along with specific targets that are aligned with the recommendations of the Taskforce on Climate-related Financial Disclosures (TCFD). Westpac has a long history of action on climate change and was the first Australian bank to release a climate change position statement in 2008 and the first to commit to limiting warming to no more than two degrees in 2014, framed as less than two degrees at the time of the Paris Agreement. Our current Climate Change Position Statement is due to be updated by mid-2020. In developing these statements we take a practical, science-based and responsible approach that incorporates feedback from a range of stakeholders, including shareholders. The Board approves the Climate Change Position Statement, including the specific commitments and targets. Further information about our commitment to operating sustainably is set out in our current Climate Change Position Statement and 2020 Action Plan along with our detailed Sustainability Performance Report – both of which are available online.

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8 WESTPAC GROUP MESSAGE FROM THE CHAIRMAN Matters at the 2019 AGM Returning to the matters of our AGM, the CEO and I will address the meeting. There will be six items to be considered by shareholders, certain of which are conditional and will only be put to the vote at the meeting if other resolutions are passed first. These are summarised below: 1 Financial Reports This Item does not require a formal resolution; however, shareholders are given the opportunity to ask questions and make comments about the Financial Reports and the management of Westpac. 2 Re-election and election of Directors Shareholders will be asked to vote on the election and re-election of five directors at the meeting. Two directors joined the Board during the year (Margie Seale and Steve Harker) and three existing directors will stand for re-election (Nerida Caesar, Ewen Crouch AM and Peter Marriott). 3 Grant of Equity to Managing Director and Chief Executive Officer The Board determines the remuneration of the CEO and seeks to ensure a high portion is allocated as equity to align with shareholder interests. This resolution asks shareholders to give Westpac the flexibility to allocate any vested equity entitlements (subject to various requirements, a performance hurdle and Board discretion) by issuing new shares. 4 Remuneration Report This resolution asks shareholders to adopt the Remuneration Report. Major changes in both the structure of remuneration and outcomes have been made this year to better reflect shareholders expectations. These are summarised above with further detail in the explanatory notes. 5 Conditional Spill Resolution This resolution is only required if 25% or more of votes validly cast are against Item 4, the Remuneration Report. This resolution asks shareholders if they wish to convene an extraordinary general meeting within 90 days of the AGM, at which all directors (excluding the CEO) will be required to vacate office and may stand for re-election. 6 Resolutions requisitioned by shareholders Two resolutions have been requisitioned by shareholders: • Item 6(a) proposes that shareholders amend Westpac’s Constitution to allow shareholders to express an opinion or request information from the Board regarding how the Board’s powers have or should be exercised; and • Item 6(b) is a request pursuant to Item 6(a) to disclose from 2020 the company’s strategies and targets to reduce exposure to fossil fuel assets in line with the goals of the Paris Agreement.

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2019 NOTICE OF MEETING 9 AGM information Full details of the meeting, how to get there, and the resolutions are included in this Notice of Meeting. If you are unable to attend you can still view the proceedings on our live webcast at www.westpac.com. au/investorcentre. If you cannot attend the meeting and would like to ask a question you can do so either via the enclosed form or online. I will not be able to respond to all submitted questions but will take these into consideration as I prepare my address and will aim to deal with the most commonly raised topics. Information on how to vote for the resolutions at the AGM, regardless of whether you attend or not, is detailed on pages 12, 13 and 14. Our Annual Report and/or our Annual Review and Sustainability Report have been sent to shareholders who requested them. These reports are also available on our website at www.westpac.com.au/investorcentre. I look forward to welcoming you at the AGM. Yours sincerely, Lindsay Maxsted Chairman 4 November 2019

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10 WESTPAC GROUP NOTICE OF 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 at the International Convention Centre Sydney in the Darling Harbour Theatre, located on Level 2, 14 Darling Drive, Sydney, New South Wales, on Thursday, 12 December 2019, commencing at 10:00 am (Sydney 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 2019. 2 Re-election and election of Directors (order is alphabetical) (a) To re-elect Nerida Caesar as a Director. (b) To re-elect Ewen Crouch AM as a Director. (c) To elect Steven Harker as a Director. (d) To re-elect Peter Marriott as a Director. (e) To elect Margaret Seale as a Director. 3 Grant of equity to Managing Director and Chief Executive Officer To approve the grant of performance share rights to the Managing Director and CEO, Brian Hartzer, under the CEO Long Term Variable Reward Plan in accordance with the Plan rules 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). 4 Remuneration Report To adopt the Remuneration Report for the year ended 30 September 2019.

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2019 NOTICE OF MEETING 11 5 Conditional Spill Resolution Subject to, and conditional on 25% or more of the votes cast on the Remuneration Report (Item 4) being against that Item, to hold an extraordinary general meeting of Westpac within 90 days (Spill Meeting) at which: (a) all the Non-Executive Directors in office when the resolution to approve the Directors’ Report for the financial year ended 30 September 2019 was passed and who remain in office at the time of the Spill Meeting, cease to hold office immediately before the end of the Spill Meeting; and (b) resolutions to appoint persons to offices that will be vacated immediately before the end of the Spill Meeting are put to the vote at the Spill Meeting. This resolution will only be put to the AGM if at least 25% of the votes validly cast on the resolution proposed in Item 4 are against that resolution. If you do not want a Spill Meeting to take place, you should vote ‘against’ Item 5. If you want a Spill Meeting to take place, you should vote ‘for’ Item 5. 6 Resolutions Requisitioned by Shareholders (a) To consider, and if thought fit, pass the following resolution as a special resolution: To insert into the Constitution in article 7 ‘General meetings’ the following new article 7.3A ‘Advisory resolutions’: The Company in general meeting may by ordinary resolution express an opinion or request information about the way in which a power of the Company partially or exclusively vested in the Directors has been or should be exercised. Such a resolution must relate to a material risk identified by the Directors or the Company and cannot advocate action that would violate any law or relate to any personal claim or grievance. Such a resolution is advisory only and does not bind the Directors or the Company. (b) To consider and if thought fit, pass the following resolution as an ordinary resolution: Shareholders request the Company disclose in annual reporting from 2020 strategies and targets to reduce exposure to fossil fuel (oil, gas, coal) assets in line with the climate goals of the Paris Agreement, including the elimination of exposure to thermal coal in OECD countries by no later than 2030. Item 6(b) contains an advisory resolution and may be properly considered at the AGM only if Item 6(a) is passed by special resolution. If Item 6(a) is not passed, Item 6(b) will not be put to the vote at the AGM. By order of the Board of Directors Timothy Hartin Group Company Secretary 4 November 2019

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12 WESTPAC GROUP NOTICE OF ANNUAL GENERAL MEETING In addition, for Item 3, Westpac will disregard any votes cast in favour of this Item by Mr Hartzer and any associate of Mr Hartzer in accordance with the Listing Rules. 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 in accordance with the directions on the Voting Form. 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 include members of the Board and Westpac’s Group Executive Team, and this definition (and a list of KMP) is set out in 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 includes a spouse, dependants and certain other close family members, as well as any companies controlled by the KMP. 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. For the purposes of the AGM, a person will be considered a shareholder if they were registered as the holder of those shares at 7:00 pm (Sydney time) on Tuesday, 10 December 2019. The AGM is an important forum for the Board, Executive Team and shareholders and so we will: Voting exclusions apply to the following Items: Item Resolution 3 Grant of equity to the Managing Director and Chief Executive Officer 4 Remuneration Report 5 Conditional Spill Resolution Westpac will disregard any votes cast on Item 4, 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 Items 3, 4 and 5 as Proxy by any member of the KMP or that KMP’s closely related parties. The exception to this exclusion is where a KMP (or related party) is: • a Proxy for a person entitled to vote, and that person has directed the KMP or their closely related party (as Proxy) how to vote on the Item on the Voting Form; or • 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 even if the resolution is connected directly or indirectly with the remuneration of a member of the KMP. • provide shareholders with a reasonable opportunity to ask questions. The Chairman and the CEO will generally answer questions. However, some questions may be referred to Westpac’s Auditor or to another senior executive. If appropriate, a response may be provided as soon as possible after 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; and provide shareholders with easy access to the AGM so that they are able to participate in the meeting. We will do this by supporting people with mobility difficulties, providing hearing loop facilities and having a sign language interpreter for the business of the meeting. • •

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2019 NOTICE OF MEETING 13 However, if the Voting Form is left 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 front of the Voting Form. To assist us we ask that shareholders: • do not repeat questions already asked to allow as many shareholders as possible to participate; keep questions to matters being considered at the AGM and which are relevant to shareholders as a whole. We are not able to discuss personal banking matters at the AGM; and do not photograph, videotape or record the AGM. • • 3. Appoint a Proxy Shareholders can 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 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 a Proxy is instructed to abstain from voting on an Item, they must not vote on the shareholder’s behalf. Any vote cast 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, you are authorising the Chairman to exercise your Proxy as the Chairman sees fit. This includes in relation to Items 3, 4 and 5 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 and direct them how to vote on an Item, you must complete the ‘For’, ‘Against’ or ‘Abstain’ boxes on the Voting Form. HOW TO VOTE There are three ways in which to vote at Westpac’s AGM: Further details on each option are provided below. 1. Attend the AGM When registering at the AGM you will be given a voting card. Further instructions on how to complete the voting card will be provided at the AGM. 2. Submit a direct vote 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 a 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 Items left blank. 1. attend the AGM and vote on the voting cards you will be given on the day; 2. submit a direct vote, either online or by filling in the Voting Form; or 3. appoint a Proxy (or Proxies) to attend the AGM and vote on your behalf. This may also be done online or by filling in the Voting Form.

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14 WESTPAC GROUP NOTICE OF ANNUAL GENERAL MEETING Otherwise, the Chairman of the AGM intends to vote all available Proxies in favour of all Items except Items 5 and 6. 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 3, 4 and 5 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, the Proxy may abstain or vote as they see fit (subject to any voting exclusions). Should any new Items be proposed at the AGM, a Proxy may vote on such Items as they see fit. Further instructions on appointing Proxies are available on the front of the Voting Form or online at vote.linkmarketservices.com/WBC. By post, hand or facsimile – completed Voting Forms (including any relevant 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, by post or fax) by 10:00am (Sydney time) on Tuesday, 10 December 2019. Corporate representatives A corporation which is a shareholder, or which has been appointed as 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. Submit 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. You may also use a mobile (with a QR code reader) to scan the QR code on the front of the Voting Form. You will need your SRN or HIN and the postcode for your shareholding. Email – scan and email a completed Voting Form (this must include any relevant authority under which a Voting Form is signed, or a certified copy of that authority) to vote@linkmarketservices.com.au. 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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2019 NOTICE OF MEETING 15 an independent performance review of all Directors. Following that review the Board (with the exception of each Director in relation to his or her own election or re-election) has recommended the election or re-election of each Non-executive Director below. All Non-executive Directors standing for election or re-election will address the AGM. EXPLANATORY NOTES Item 1  Financial Reports (a) Nerida Caesar Item 2  Re-Election and Election of Directors BCom, MBA, GAICD, Age 55. Independent Non-executive Director since September 2017. Ms Caesar is the Chairman of Workplace Giving Australia Limited, a Director of Spark Investment Holdco Pty Ltd, an Advisory Board member of IXUP Limited and an Advisor to Equifax Australia and New Zealand. Ms Caesar has 30 years of broad-ranging commercial and business management experience. Most recently, Ms Caesar was Group Managing Director and Chief Executive Officer, Australia and New Zealand, of Equifax, formerly Veda Group Limited from February 2011 to June 2017. Ms Caesar is also a former Director of Genome.One Pty Ltd and Stone and Chalk Limited. Ms Caesar was also formerly Group Managing Director, Telstra Enterprise and Government, responsible for Telstra’s corporate, government and large business customers in Australia as well as the international sales division. She also worked as Group Managing Director, Telstra Wholesale, and prior to that held the position of Executive Director Enterprise & Government where she was responsible for managing Westpac seeks to maintain a high-quality Board with the skills and experience to represent shareholders in understanding the complexities of a modern financial services environment. A skills matrix which is included in Westpac’s Corporate Governance Statement and available on Westpac’s website at www.westpac.com.au/about-westpac/ westpac-group/corporate-governance/ corporate-governance-overview/ sets out the skills of the Board. This matrix highlights that the current Board has the necessary skills and experience to be Directors of your company. In addition, each year the Board conducts Ms Nerida Caesar, Mr Ewen Crouch AM and Mr Peter Marriott are retiring by rotation at this meeting in accordance with the Constitution and are offering themselves for re-election. Mr Steven Harker and Ms Margaret Seale both joined the Board on 1 March 2019 and are offering themselves for election. This Item relates to Westpac’s Financial Report, Directors’ Report and Auditor’s Report (the Reports) for the year ended 30 September 2019. This Item does not require a formal resolution and so no vote will be held. Shareholders may ask questions on the Reports. The Reports are in Westpac’s 2019 Annual Report and can be accessed on our website at www.westpac.com.au/investorcentre.

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16 WESTPAC GROUP NOTICE OF ANNUAL GENERAL MEETING products, services and customer relationships throughout Australia. Prior to joining Telstra, Ms Caesar held several senior management and sales positions with IBM within Australia and internationally over a 20 year period, including as Vice President of IBM’s Intel Server Division for the Asia Pacific region. Ms Caesar does not have a relationship with Westpac, other than as a Director, as a customer and as a shareholder. Ms Caesar does not have a relationship with any other Director. Ms Caesar is a member of the Board Risk & Compliance and Board Technology Committees. The Board considers Ms Caesar to be an independent director. The Board (other than Ms Caesar) unanimously recommends 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. as Chairman of Partners. His other roles at Allens included Co-Head Mergers and Acquisitions and Equity Capital Markets, Executive Partner, Asian offices and Deputy Managing Partner. Mr Crouch served as a Director of Mission Australia from 1995 and as Chairman from 2009, before retiring in November 2016. From 2010 to 2015, Mr Crouch was a member of the Takeovers Panel. In 2013, Mr Crouch was awarded an Order of Australia in recognition of his significant service to the law as a contributor to legal professional organisations and to the community. Mr Crouch is the Chairman of Corporate Travel Management Limited, a Director of BlueScope Steel Limited, Sydney Symphony Orchestra Holdings Pty Limited and Jawun. He is a member of the Commonwealth Remuneration Tribunal. Mr Crouch does not have a relationship with Westpac, other than as a Director, as a customer and as a shareholder. Mr Crouch does not have a relationship with any other Director. Mr Crouch is the Chairman of the Board Risk & Compliance Committee and a member of each of the Board Audit, Board Nominations and Board Remuneration Committees. The Board considers Mr Crouch to be an independent director. The Board (other than Mr Crouch) unanimously recommends shareholders vote in favour of the re-election of Mr Crouch to the Board. The Chairman of the AGM intends to vote all available proxies in favour of this Item. (b) Ewen Crouch AM BEc (Hons.), LLB, FAICD. Age 63. Independent Non-executive Director since February 2013. Mr Crouch was a Partner at Allens from 1988 to 2013, where he was one of Australia’s most accomplished mergers and acquisitions lawyers. He served as a member of the firm’s board for 11 years, including four years

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2019 NOTICE OF MEETING 17 The Board considers Mr Harker to be an independent director. The Board (other than Mr Harker) unanimously recommends shareholders vote in favour of the election of Mr Harker to the Board. The Chairman of the AGM intends to vote all available proxies in favour of this Item. (c) Steven Harker BEc (Hons.), LLB. Age 64. Independent Non-executive Director since 1 March 2019. Mr Harker has over 35 years of experience in investment banking. He was formerly Managing Director and Chief Executive Officer of Morgan Stanley Australia from 1998 to 2016 and then Vice Chairman until February 2019. Prior to joining Morgan Stanley, he spent fifteen years with Barclays de Zoete Wedd (BZW, now Barclays Investment Bank). Mr Harker is a former Chairman and Director of Australian Financial Markets Association Limited and a former Director of Investa Property Group. He also previously served on the board of the Centre for International Finance and Regulation. He is also a former Guardian of the Future Fund of Australia. Mr Harker currently serves as Honorary Treasurer of Ascham School. Mr Harker is currently a Director of The Banking and Finance Oath Limited, The Hunger Project Australia, ASX Refinitiv Charity Foundation, New South Wales Golf Club Foundation Limited and Ascham School Ltd. Mr Harker does not have a relationship with Westpac, other than as a Director, as a customer and as a shareholder. Mr Harker does not have a relationship with any other Director. Mr Harker is a member of the Board Risk & Compliance and Board Audit Committees. (d) Peter Marriott BEc (Hons.), FCA. Age 62. Independent Non-executive Director since June 2013. Mr Marriott has over 30 years’ experience in senior management roles in the finance industry encompassing international banking, finance and auditing. He joined Australia and New Zealand Banking Group Limited (ANZ) in 1993 and held the role of Chief Financial Officer from July 1997 to May 2012. Prior to his career at ANZ, Mr Marriott was a banking and finance, audit and consulting partner at KPMG Peat Marwick. Mr Marriott was formerly a Director of ANZ National Bank Limited in New Zealand and various ANZ subsidiaries. Mr Marriott is currently a member of the Monash University Council and also the Chairman of the Monash University Council’s Resources and Finance Committee. Mr Marriott is a Director of ASX Limited, ASX Clearing Corporation Limited, ASX Settlement Corporation Limited and Austraclear Limited. Mr Marriott does not have a relationship with Westpac, other than as a Director and as a shareholder. Mr Marriott does not have a relationship with any other Director.

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18 WESTPAC GROUP NOTICE OF ANNUAL GENERAL MEETING Mr Marriott is the Chairman of the Board Audit Committee and a member of each of the Board Nominations, Board Risk & Compliance and Board Technology Committees. The Board considers Mr Marriott to be an independent director. The Board (other than Mr Marriott) unanimously recommends shareholders vote in favour of the re-election of Mr Marriott to the Board. The Chairman of the AGM intends to vote all available proxies in favour of this Item. Health Care Limited, Bank of Queensland Limited, and Penguin Random House Australia Pty Limited, of which she was also Chair. She also previously served on the boards of Chief Executive Women (chairing its Scholarship Committee), the Powerhouse Museum, and the Sydney Writers Festival. Ms Seale is currently a Director of Scentre Group Limited, Telstra Corporation Limited and Australian Pacific (Holdings) Pty Limited. Ms Seale does not have a relationship with Westpac, other than as a Director, as a customer and as a shareholder. Ms Seale does not have a relationship with any other Director. Ms Seale is a member of the Board Risk & Compliance and Board Remuneration Committees. The Board considers Ms Seale to be an independent director. The Board (other than Ms Seale) unanimously recommends shareholders vote in favour of the election of Ms Seale to the Board. The Chairman of the AGM intends to vote all available proxies in favour of this Item. (e) Margaret Seale BA, FAICD. Age 59. Independent Non-executive Director since 1 March 2019. Ms Seale has more than 25 years’ experience in senior executive roles across a range of industry sectors. Her particular focus was sales and marketing, general management, and the successful transition of traditional business models to digital environments. Prior to her non-executive career, she was Managing Director of Random House Australia and New Zealand and President, Asia Development for Random House Inc. Ms Seale is a former Director of Ramsay

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2019 NOTICE OF MEETING 19 Item 3  Grant of Equity to Managing Director and Chief Executive Officer 1. Reason for requesting shareholder approval Under the CEO LTVR Plan, the Board decides whether shares to satisfy any vested LTVR awards will be acquired on-market or be issued by Westpac. ASX Listing Rule 10.14 requires shareholder approval for the issue of securities to a Director under an employee incentive scheme. While it is currently intended that shares will be acquired on-market, shareholder approval is being sought in order to preserve flexibility to issue shares under the CEO LTVR Plan in satisfaction of the CEO’s entitlement in the event that the award vests at the end of the performance period. To support the alignment of the CEO’s long term interests with shareholder interests, the Board believes the CEO should maintain a substantial shareholding in Westpac and receive part of his remuneration in the form of equity that vests if certain conditions are met. Specifically, it is proposed that the 2020 long term variable reward (LTVR award) be allocated in the form of performance share rights. If certain conditions (including a performance hurdle) are met over a four-year performance period, the performance share rights will vest as set out in the CEO LTVR Plan Rules. An overview of the CEO LTVR Plan is provided below. Further details of Mr Hartzer’s remuneration arrangements are set out in the Remuneration Report in Westpac’s 2019 Annual Report, which is available at www.westpac.com.au/investorcentre. This resolution is not seeking approval for the total remuneration of the CEO but for the issue of securities to the CEO (as a Director) under the CEO LTVR Plan, which is one component of his total remuneration. If shareholder approval is not obtained, the Board will consider alternative approaches to rewarding Mr Hartzer on the achievement of the performance and service conditions detailed below. This may include the satisfaction of any vested awards through an on-market purchase of shares or paying him a cash equivalent. 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 LTVR award covered by Item 3. If approved, Mr Hartzer will be entitled to receive benefits arising through this award 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 equity granted to Mr Hartzer in relation to Item 3. Shareholders are asked to vote on the grant of equity to the CEO, Brian Hartzer, as part of his 2020 financial year remuneration. The grant of equity is consistent with Mr Hartzer’s employment agreement and the CEO Long Term Variable Reward Plan (CEO LTVR Plan) which were set by the Board and supported by shareholders at prior AGMs.

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20 WESTPAC GROUP NOTICE OF ANNUAL GENERAL MEETING 2. Terms of the CEO LTVR Plan Consistent with our remuneration strategy, the terms of the CEO LTVR Plan have been designed to: • align Mr Hartzer’s 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 Mr Hartzer’s remuneration ‘at-risk’ because vesting is subject to the achievement of a performance hurdle, a service condition and an adjustment; and ensure Mr Hartzer’s remuneration is competitive and aligned with market remuneration in the financial services industry. • • Terms of the CEO LTVR Plan Each year, Westpac may grant performance share rights to Mr Hartzer under the CEO LTVR Plan. The Board has determined that Mr Hartzer will receive a 2020 LTVR award, comprising a maximum grant of 120,020 performance share rights under the CEO LTVR Plan to the value of $3,585,000. Subject to meeting the performance hurdle and other vesting criteria described below, the maximum number of ordinary shares to be issued to Mr Hartzer under his 2020 LTVR award is 120,020, at a price of $29.87 per performance share right. The number of performance share rights to be granted to Mr Hartzer was determined by dividing the dollar value of his LTVR 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 30 September 2019). Quantum of award

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2019 NOTICE OF MEETING 21 Terms of the CEO LTVR Plan Performance hurdle • The CEO LTVR Plan award will vest after four years (starting on the day after the day on which the Board determined the CEO’s LTVR award) subject to a relative Total Shareholder Return (TSR) performance hurdle and subject to overriding discretion where deemed appropriate by the Board. 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). Fifty percent of the composite TSR index is weighted to the three other major banks and fifty percent 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 respective weighting. The ten results are then added together to form the index. Westpac’s TSR for the four-year period is then compared to the composite TSR index. The vesting schedule is outlined below: • • • • Westpac’s TSR performance Vesting Below composite TSR index 0% Equal to composite TSR index 50% Composite TSR index exceeded by 21.55 or more (i.e. 5% compound annual growth in TSR over the four-year period) 100% Vesting will occur on a straight line basis between 50% and 100%. Under the CEO LTVR Plan, the performance hurdle must be satisfied before performance share rights can vest, except in limited circumstances (refer to the Board discretion described above and the cessation of employment section below). There is no re-testing. Forfeiture 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 will be forfeited. The Board may in certain circumstances also adjust the number of unvested performance share rights downwards, or to zero, in which case they will be forfeited. 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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22 WESTPAC GROUP NOTICE OF ANNUAL GENERAL MEETING Terms of the CEO LTVR Plan Clawback At the discretion of the Board, clawback will apply to vested equity awards for up to seven years from the date of grant. Clawback may occur in circumstances of serious or gross misconduct, fraud, bribery, severe reputational damage, and any other deliberate, reckless or unlawful conduct that may have a serious adverse impact on Westpac, its customers or its people which has resulted in dismissal or the Board considers at its discretion would have justified dismissal or where otherwise required by law. Clawback has been introduced to the CEO’s LTVR Plan in respect of performance periods commencing on or after 1 October 2019 to strengthen the management of employee conduct and application of remuneration consequences (see Item 4). Subject to the Board’s discretion, all unvested performance share rights will be forfeited 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, unless the unvested performance share rights are prevented from vesting by law. Cessation of employment

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2019 NOTICE OF MEETING 23 The value of termination benefits that may be given to Mr Hartzer by reason of early vesting of any of his 2020 LTVR awards or the exercise of the Board’s discretion that his 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: 3. Termination benefits Early vesting of Mr Hartzer’s 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 where Mr Hartzer ceases employment under certain circumstances that do not involve serious misconduct and where early vesting of performance share rights is not otherwise prohibited by law. This discretion enables the Board to vest or leave the performance share rights on foot, subject to the performance hurdles. The Board may determine to exercise this discretion in relation to 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 number of securities initially granted as part of a 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. • • •

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24 WESTPAC GROUP NOTICE OF ANNUAL GENERAL MEETING (h) Since the last approval under Listing Rule 10.14 at the 2018 AGM, Mr Hartzer was awarded 227,338 share rights under the FY19 CEO LTVR Plan with a notional value of $2,528,000 and face value of $5,616,534. The notional value of the performance share rights was 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. The face value is calculated by multiplying the number of performance share rights granted during the year by the five day Volume Weighted Average Price up to and including the grant date. Further information on the CEO LTVR Plan is available in the Remuneration Report. A voting exclusion applies to this Item, as set out 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. 4. Further information (a) No loans are, or will be, granted to Mr Hartzer in connection with the CEO LTVR Plan. (b) Performance share rights granted under the CEO LTVR Plan will be published each year in the Annual Report. 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 LTVR Plan. If shareholders vote in favour of Item 3, no additional person who becomes entitled to participate in the CEO LTVR Plan 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 LTVR Plan until they have vested. After vesting, trading must comply with Westpac’s Securities Trading Policy. (e) Performance share rights do not receive dividends and do not have voting rights. (f) If shareholder approval is obtained, the grant of performance share rights (and the underlying shares) will be approved for the purposes of all applicable requirements, including sections 200B and 200E of the Corporations Act and ASX Listing Rule 10.14. (g) Westpac will grant the performance share rights in December 2019, and in any event, no later than three years after the AGM.

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2019 NOTICE OF MEETING 25 Item 4 Remuneration Report LTVR to align executive accountability and remuneration with the long-term interests of shareholders by rewarding the delivery of sustained Group performance. Non-executive Director remuneration is designed to attract and retain experienced, qualified Board directors and provide appropriate remuneration for their time and expertise. Non-executive Director remuneration for Board membership comprises cash fees and superannuation. Additional fees are paid to Non-executive Directors for membership on certain Board Committees, subsidiary boards or advisory boards. Strategy and framework Westpac’s remuneration strategy is designed to attract and retain talented employees by rewarding them for achieving high performance and delivering sustained long-term results for shareholders. The remuneration strategy is supported by the reward framework set out in sections 2 and 4 of the 2019 Remuneration Report. The CEO and Group Executives are rewarded based on a total reward framework comprising: Fixed remuneration to attract and retain high quality executives through market competitive and fair remuneration. STVR to ensure a portion of remuneration is variable and at-risk; linked to the delivery of agreed plan targets that support Westpac’s strategic priorities, noting that outcomes may fall below target or exceed the target amount when exceptional performance is achieved. Shareholders are asked to adopt Westpac’s Remuneration Report for the year ended 30 September 2019. This report is included in Westpac’s 2019 Annual Report and is available at www.westpac.com.au/investorcentre.

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26 WESTPAC GROUP NOTICE OF ANNUAL GENERAL MEETING determining outcomes for KMP and our remuneration adjustment tool which will identify opportunities for improvement Remuneration Report. Response to the first strike In 2018, 64.16% of votes were cast against• reduced the 2020 total target and the adoption of the 2018 Remunerationmaximum remuneration for Group Report which resulted in Westpac Executives through a reduction in the receiving a ‘first strike’. LTVR opportunity; In response to the first strike, the Board• reduced fees paid to current and management spent significant time Non-executive Directors for 2019; in 2019 reflecting on improvements to • updated the CEO’s 2019 STVR remuneration arrangements and outcomes scorecard to include a greater focus to ensure that shareholder concerns are on non-financial risks, as well as fully addressed. customer outcomes; We completed a comprehensive review • improved our remuneration governance of executive remuneration practices with and decision-making frameworks; a focus on the remuneration strategy,• enhanced our remuneration frameworks, governance, decision-making adjustment guidelines; processes that support the Board in • introduced clawback as an additional approach to communication.take effect for prospective awards; and A key objective of our review was to• improved disclosure in the 2019 and balance the needs of our stakeholders, including shareholders and regulators. As We will continue to review our part of the review we also consulted widely remuneration framework in 2020, with major shareholders and shareholderparticularly as APRA finalises its new advisory groups. Details of the feedbackPrudential Standard for remuneration. received, and our response is provided in the introduction from the Chairman of the Board Remuneration Committee in the 2019 Remuneration Report. Following the review and considering market feedback, the Board has: • changed the LTVR allocation approach so that the number of performance share rights granted is now determined by the face value of shares at the grant date, rather than fair value;

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2019 NOTICE OF MEETING 27 Quantum of remuneration 2019 Remuneration outcomes 2019 Fixed remuneration 2019 STVR outcomes 2016 LTVR outcomes The CEO recommended to the Board that he forego his STVR for this year. The Board separately considered the matter and determined that a zero STVR outcome for 2019 for the CEO was appropriate to reflect accountability for poor non-financial risk and financial outcomes, as well as some poor customer outcomes, including those highlighted at the Royal Commission. The 2019 STVR outcomes for Group Executives ranged from 0% to 83% of the target opportunity and 0% to 55% of the maximum opportunity. The average 2019 STVR outcome for Group Executives was 56% of the target opportunity, down from 87% in 2018. The performance hurdles for the 2016 CEO LTVR Plan and the 2016 Group Executive LTVR Plan were not met and, as a result, the awards lapsed in full for the fourth consecutive year. David McLean (Chief Executive Officer, Westpac New Zealand) and Gary Thursby (Chief Operating Officer) received fixed remuneration increases of 10% and 7%, respectively, in 2019 to align their remuneration with the market. David Lindberg received an increase to his fixed remuneration of 7% in 2019 to reflect the increased size and scale of his role on appointment to Chief Executive, Consumer. No other Group Executives received total target remuneration increases during 2019. Total remuneration awarded and realised by KMP in 2019 is outlined in section 3 of the 2019 Remuneration Report. Total remuneration calculated in accordance with the Australian Accounting Standards is provided at section 7 of the 2019 Remuneration Report. Westpac values shareholder feedback and, while the vote on this Item is non-binding (in accordance with 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.

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28 WESTPAC GROUP NOTICE OF ANNUAL GENERAL MEETING If this Item is passed at the AGM, a Spill Meeting must be held within 90 days of the AGM. All the following Non-executive Directors will cease to hold office at the end of the Spill Meeting, unless they are willing to stand for re-election and are re-elected at the Spill Meeting: Item 5  Conditional Spill Resolution • • • • • • • • • • * Lindsay Maxsted; Nerida Caesar*; Ewen Crouch AM*; Alison Deans; Craig Dunn; Anita Fung; Steven Harker*; Peter Marriott*; Peter Nash; and Margaret Seale*. This assumes that these Non-executive Directors are re-elected and/or elected at the AGM under Item 2 and seek re-election at the Spill Meeting. However, there is no assurance that all Non-executive Directors will seek re-election at this time. In accordance with the Corporations Act, ASX Listing Rules and Westpac’s Constitution, the CEO, Brian Hartzer, would not be required to stand for election as a Director, and would continue to hold office, at the Spill Meeting. This Item will only be put to the AGM if at least 25% of the votes validly cast on Item 4 to adopt the Remuneration Report are cast against the resolution. If less than 25% of the votes validly cast on Item 4 are against the resolution, then there will be no ‘second strike’ and this Item will not be put to the AGM. If this Item is put to the AGM, shareholders will be asked to vote on whether an extraordinary general meeting known as a ‘Spill Meeting’ should be convened. For this Item to be passed, more than 50% of the votes validly cast on the resolution must be in favour of it.

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2019 NOTICE OF MEETING 29 of Non-executive Directors. Further against the Remuneration Report in in the renewal of Non-executive increased shareholder engagement, Meeting is not believed by your Board remuneration consequences for or its shareholders; and circumstances of this year; significant cost incurred if Westpac experience to provide effective Spill Meeting. represent shareholders; and Ms Seale, who will stand for at the AGM, the Board unanimously of the Board, and the stability of your all available proxies against this Item. The Board considers the following factors Directors were not returned to office, to be relevant to a shareholder’s decision it could take considerable time to on how to vote on this Item: rebuild a Board with the same skills • the Board has taken the first strikeand experience as the current group 2018 very seriously, including through changes to the Board and uncertainty adjusted remuneration plans and Directors resulting from the Spill people at Westpac as a result of the to be in the best interests of Westpac • the current Board has the skills and • there would be disruption and oversight to your company and to is required to convene and hold the • all Non-executive Directors A voting exclusion applies to this Item, as have previously been elected by set out earlier in this Notice of Meeting. shareholders (aside from Mr Harker In the event this Item is put to the vote election at this AGM); recommends shareholders vote against • a change in the Board could Item 5. significantly undermine the stability The Chairman of the AGM intends to vote company. Holding the Spill Meeting would create significant disruption and uncertainty for your company. Furthermore, if the Spill Meeting occurred and the Non-Executive

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30 WESTPAC GROUP NOTICE OF ANNUAL GENERAL MEETING Item 6 Resolutions Requisitioned by Shareholders Your Board’s Response Your Board supports the rights of shareholders to serve notices under the Corporations Act and is also attentive and responsive to feedback from shareholders. However, your Board does not believe that the requisitioned resolution which is the subject of Item 6(a) is in the best interests of shareholders. Westpac is a large organisation operating in an increasingly complex financial services landscape. Your Directors represent and serve the interests of all shareholders by providing guidance, oversight and leadership to the company, and must do so while balancing each of them with the interests of multiple stakeholders. Your Board must have the clear authority to make decisions about the management of the company so that it can meet its obligation to act in the best interests of all shareholders. The amendment proposed by a small number of shareholders represented by Market Forces would impact the Board’s ability to make these decisions effectively and confuse the role of the Board and shareholders. Item 6(a) – Requisitioned resolution to amend Westpac’s Constitution Item 6(a) is a special resolution which proposes an amendment to Westpac’s Constitution. A small group of shareholders has proposed two resolutions under section 249N of the Corporations Act and requested pursuant to section 249P of the Corporations Act that the statements set out in Appendix 1 to this Notice of Meeting be provided to shareholders.

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2019 NOTICE OF MEETING 31 The proposed amendment, if approved, would also make Westpac’s Constitution inconsistent with the constitutions of other ASX listed companies and the rights and obligations of shareholders and directors under Australian law. Changes to the governance framework of Australian companies to allow shareholders to put forward advisory resolutions are a matter for the Australian Government, and the proper channel to effect change would be through legislative reform following public consultation. Your Board notes that shareholders already have a number of avenues available to them to engage with the company. Westpac has a dedicated investor relations team and a comprehensive shareholder engagement program, which this year included extensive consultation with both individual and institutional shareholders to understand your views and act on your feedback regarding executive remuneration. Over many years, a significant part of this engagement has related to climate change. Shareholders also have the right to ask questions or make comments regarding Westpac’s business at any time, including at the AGM, where your Board and Group Executives are able to listen to your feedback and respond to your questions. A question form will also accompany this Notice of Meeting and shareholders are encouraged to submit questions about your company in advance if you cannot attend the AGM or do not wish to ask a question in person. Shareholders have carriage of the course and direction of Westpac by voting on the composition of the Board. If shareholders disapprove of actions taken by the Board, they also have the right to exercise their vote to refuse to re-elect a Non-executive Director or remove them from office by ordinary resolution. The Board unanimously recommends shareholders vote against Item 6(a). The Chairman of the AGM intends to vote all available proxies against this Item.

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32 WESTPAC GROUP NOTICE OF ANNUAL GENERAL MEETING Item 6(b) – Requisitioned resolution on transition planning disclosure Item 6(b) contains an ‘advisory resolution’ and may be properly considered at the AGM only if Item 6(a) is passed by a special resolution. If Item 6(a) is not passed, Item 6(b) will not be put to the vote at the AGM. Westpac was the first Australian bank to recognise the importance of limiting global warming to two degrees and was a signatory to the ‘CEO Statement on Business and Climate Change and the Paris Negotiations’ supporting the Australian Government’s commitment to limit global warming to less than two degrees Celsius above pre-industrial levels. As a financial institution, the most constructive role Westpac can play is to work with customers and support them as they manage through this change. In 2008, Westpac was the first major Australian bank to release a climate change position statement. This was updated in 2014 and again in 2017, with our next position statement scheduled to be finalised by mid-2020. Commitment to action on climate change The Board approved the Group’s current Climate Change Position Statement and 2020 Action Plan (CCPS) in 2017. The CCPS, is based on five principles: • A transition to a net zero economy is required; Economic growth and emissions; reductions are complementary goals; Addressing climate change creates financial opportunities; • • Your Board’s Response Your Board acknowledges the objectives of the resolutions requisitioned by shareholders, however, believes that Westpac has a strong track record of meeting its commitments on climate change. Westpac has long recognised the threat of climate change, is committed to playing its role to respond and provides shareholders with detailed information about the steps that it has taken and will take going forward. The Board therefore does not endorse the resolution contained in Item 6(b) and recommends that Shareholders vote against it. Westpac’s acknowledgement of the significance of climate change The Board recognises that climate change is one of the most significant issues that will impact the long-term prosperity of our economy and way of life.

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2019 NOTICE OF MEETING 33 • Climate-related risk is a financial risk; and • Transparency and disclosure matters. • Committing to only finance new power generation if it reduces the emissions intensity of the grid in which the generator operates. At 31 March 2019, Westpac’s share of lending to renewables in the electricity generation sector was 71%, with Westpac being the largest financier to new renewable energy projects in Australia2. Committing to reduce the emissions intensity of Westpac’s power generation portfolio to 0.30 tCO2e/MWh by 2020. At 31 March 2019 this target had been surpassed whereby the emissions intensity of Westpac’s electricity generation portfolio was approximately one third of the Australian National Energy Market. Completing scenario analysis under 1.5, 2 and 4-degree scenarios and disclosing potential levels of exposure to climate-related risks in key lending portfolios. Supporting customers with their transition pathways to a net zero emissions economy with innovative sustainable finance solutions such as climate bonds and the world’s first Green Tailored Deposit certified by the Climate Bonds Initiative. It also identifies five focus areas, supported by specific targets and actions: • Provide finance to back climate change solutions; Support businesses that manage their climate-related risks; Help individual customers respond to climate change; Improve and disclose climate change performance; and Advocate for policies that stimulate investment in climate change solutions. • • • • • Some of the key features of the CCPS and the Group’s corresponding performance include: • • Setting a $10 billion target for lending to climate change solutions by 2020 and $25 billion by 2030. At 31 March 2019, the 2020 target had been surpassed. Limiting lending to customers in the Thermal Coal Sector1 with specific criteria including; higher calorific value, existing coal producing basins only. At 31 March 2019 coal mining averaged around 0.1% of total lending, with the majority weighted towards metallurgical coal. • • 1. The Thermal Coal Sector includes coal projects when project financed, or the average of a coal mining company’s thermal coal portfolio when corporate financed, and coal handling terminals. Diversified mining companies producing a range of commodities will be subject to the same criteria where the revenue derived from thermal coal operations exceeds 30 per cent. 2. Period between 1st October 2017 and 31 March 2019.

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34 WESTPAC GROUP NOTICE OF ANNUAL GENERAL MEETING Board recommendation In light of the above commitments and Westpac’s efforts to keep shareholders informed on your company’s progress, the Board does not believe any additional disclosure is required. In the event this Item is put to the vote at the AGM, the Board unanimously recommends shareholders vote against Item 6(b). The Chairman of the AGM intends to vote all available proxies against Item 6(b). • Continuing to advocate for policies and standards, including as a founding member of the Australian Sustainable Finance Initiative and founding signatory of the United Nations Environment Programme Finance Initiative’s Principles for Responsible Banking. This approach represents a practical, science-based and responsible approach, which recognises and maintains the Group’s strong track record of support for the economy, environment and communities. Keeping shareholders informed of our progress The Group reports progress against the CCPS every six months, framed in line with the recommendations of the Task Force on Climate-related Financial Disclosures an approach advocated by regulators. The latest information will be available in the 2019 Annual Report, Appendix 4E, Sustainability Performance Report, Investor Discussion Pack and Annual Review and Sustainability Report. The substance of Item 6(b) therefore incorporates many of the Group’s commitments and actions to operate in a manner consistent with limiting global warming to less than two degrees Celsius above pre-industrial levels.

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2019 NOTICE OF MEETING 35 In our view, this is contrary to the long-term interests of Westpac, the Westpac board and all Westpac shareholders. Passage of this resolution – to amend the Westpac constitution – will simply put the company in a similar position in regard to shareholder resolutions as any listed company in the UK, US, Canada or New Zealand. We encourage shareholders to vote in favour of this resolution. APPENDIX 1 Supporting Statements Provided by Market Forces The statements below were provided by Market Forces and are not endorsed by the Board. The Board unanimously recommends that shareholders vote against Resolution 6(a) and, if put to the meeting, Resolution 6(b). Supporting Statement 1 Shareholder resolutions are a healthy part of corporate democracy in many jurisdictions other than Australia. For example, in the UK shareholders can consider resolutions seeking to explicitly direct the conduct of the board. In the US, New Zealand and Canada shareholders can consider resolutions seeking to advise their board as to how it should act. As a matter of practice, typically, unless the board permits it, Australian shareholders cannot follow the example of their UK, US, New Zealand or Canadian cousins in this respect. A board of Directors is a steward for shareholders and accountability for the discharge of that stewardship is essential to long-term corporate prosperity. In rare situations the appropriate course of action for shareholders dissatisfied with the conduct of board members is to seek to remove them. But in many situations such a personality-focused approach is unproductive and unwarranted. In those situations a better course of action is to formally and publicly allow shareholders the opportunity at shareholder meetings such as the AGM to alert board members that the shareholders seek more information or favour a particular approach to corporate policy. The Constitution of Westpac is not conducive to the right of shareholders to place resolutions on the agenda of a shareholder meeting. Supporting Statement 2 Despite committing to support the climate goals of the Paris Agreement, Westpac has failed to align its lending practices or policies with these goals. Westpac must disclose strategies and targets to reduce exposure to fossil fuels in line with the climate goals of the Paris Agreement, or risk exposing itself and shareholders to needless transitional climate risk. Westpac being left behind Signed by 197 nations, the Paris Agreement aims to limit “the increase in the global average temperature to well below 2°C above pre-industrial levels and pursuing efforts to limit the temperature increase to 1.5°C.”1 Major financial institutions have called for action to reduce emissions in line with the Paris climate goals, including the phase out of coal power in OECD countries by 2030. Signed by 515 investors representing over US$35 trillion in assets, the Global Investor Statement to Governments on Climate Change requests governments “phase out thermal coal power worldwide by set deadlines.”2 Its accompanying Briefing Paper clarifies these deadlines, including the elimination of coal power in OECD countries by no later than 2030.3 1. 2. 3. https://unfccc.int/sites/default/files/english_paris_agreement.pdf, art 2(1)(a) https://theinvestoragenda.org/focus-areas/policy-advocacy/ https://theinvestoragenda.org/wp-content/uploads/2018/05/GISGCC-briefing-paper-FINAL.pdf

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36 WESTPAC GROUP NOTICE OF ANNUAL GENERAL MEETING Commonwealth Bank has committed to “reduce our exposures to thermal coal mining and coal fired power generation, with the view to exiting the sector by 2030.”4 Similarly, QBE will no longer insure new thermal coal projects, and will phase out all direct insurance services to thermal coal customers by 2030.5 A Paris-aligned energy transition also requires significant declines in oil and gas use. The IPCC’s Special Report on Global Warming of 1.5°C demonstrates that the role of gas for primary energy must decline globally by 25% by 2030 (from a 2010 baseline), with oil’s role in primary energy falling 37% over the same time frame.6 Westpac’s current activities Despite the rapid declines in fossil fuel use that can be expected under a Paris-aligned transition, there is no clear trajectory that reflects this from our company’s loan book. Westpac’s total committed exposure (TCE) to coal mining was greater in 2018 ($1.4 billion) than in 2015 ($1.3 billion) and fluctuated significantly during that period, between $0.58 billion in 2017 and $1.4 billion in 2018.7 Westpac continues to finance the expansion of the fossil fuel industry. In 2018, Westpac co-financed a $720 million deal to Coronado Global Resources. Coronado’s contract to supply thermal coal via the Curragh coal mine to the Stanwell power station in central Queensland is expected to keep Stanwell operating well beyond the investor-backed 2030 deadline for OECD countries to phase out coal power. In April 2016, Westpac contributed to a deal to enable lnterOil to develop one of Asia’s largest untapped gas fields, Elk-Antelope in Papua New Guinea. The project is expected to facilitate 342 Mt of CO2 emissions over its lifetime.8 Westpac also lends against the balance sheets of companies such as Whitehaven Coal and Woodside Petroleum, whose plans to significantly increase fossil fuel production are entirely inconsistent with the Paris climate goals. Whitehaven justifies its expansion plans with energy demand projections that are consistent with 3°C of warming by 2100,9 while Woodside’s capital expenditure plans have been found to be incompatible with the Paris Agreement.10 Financial risks and regulatory scrutiny In June 2017, the Task Force for Climate-related Financial Disclosures (TCFD) published its final recommendations, designed to allow investors to “appropriately assess and price climate-related risk and opportunities.”11 Recognising “Banks are exposed to climate-related risks and opportunities through their lending and other financial intermediary activities as well as through their own operations,” the TCFD recommends: Banks should provide the metrics used to assess the impact of (transition and physical) climate-related risks on their lending and other financial intermediary business activities in the short, medium, and long term. 12 4. https://www.commbank.com.au/content/dam/commbank/about-us/download-printed-forms/ environment-and-social-framework.pdf http://qbe.com/media-centre/qbe-group-energy-policy https://www.ipcc.ch/sr15/ https://www.2018annualreport.westpacgroup.com.au/downloads/2018-Sustainability-Performance-Report. pdf (slide 83) https://www.marketforces.org.au/campaigns/banks-new/twodegrees/ http://www.whitehavencoal.com.au/wp-content/uploads/2018/09/WVN_224754_Annual-Report-2018_ LR_FA-3.pdf 5. 6. 7. 8. 9. 10. https://www.carbontracker.org/wp-content/uploads/2019/09/CTI_Breaking_the_Habit_Report_6.pdf 11. https://www.fsb-tcfd.org/wp-content/uploads/2017/06/FINAL-TCFD-Report-062817.pdf 12. https://www.fsb-tcfd.org/wp-content/uploads/2017/06/FINAL-TCFD-Annex-062817.pdf

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2019 NOTICE OF MEETING 37 The TCFD also states: “Organizations should describe their key climate-related targets... in line with anticipated regulatory requirements or market constraints or other goals.” Westpac claims to “align with and support” the TCFD.13 However, after two years, shareholders are still in the dark about the specific, measurable impacts of climate risk facing our company. Westpac is falling behind competitors like Commonwealth Bank, which has been disclosing measurable risks for two reporting cycles. Adoption of this resolution would ensure Westpac discloses metrics and targets to demonstrate effective management of financial climate change transition risks, in line with the TCFD recommendations and previously stated investor expectations. Australian regulators have been calling for robust climate risk management from financial institutions. APRA has warned “Some climate risks are distinctly ‘financial’ in nature. Many of these risks are foreseeable, material and actionable now.”14 APRA Executive Board Member Geoff Summerhayes has since said: “APRA wants to see continuous improvement in how organisations disclose and manage these [climate] risks over coming years.”15 ASIC in September 2018 stated: “Climate change is a foreseeable risk facing many listed companies ... Directors and officers of listed companies need to understand and continually reassess existing and emerging risks (including climate risk) that may affect the company’s business. This extends to both short-term and long-term risks.”16 It has also been found that the OECD Guidelines for Multinational Enterprises (which Westpac is subject to) require banks to formulate concrete climate goals for their financial services.17 Investor support required Despite its stated support for the Paris Agreement, Westpac remains an active investor in an expanding fossil fuel sector, further exposing shareholders to financial risks associated with the economic transition required to meet the Paris Agreement’s climate goals. We urge shareholders to vote in favour of this resolution, and expect the many institutional investors already outspoken on this issue to offer their support. 13. https://www.westpac.com.au/about-westpac/investor-centre/environmental-social-governance/ 14. https://www.apra.gov.au/news-and-publications/australias-new-horizon-climate-change-challenges-and-prudential-risk 15. https://www.apra.gov.au/media-centre/media-releases/apra-step-scrutiny-climate-risks-after-releasing-survey-results 16. https://download.asic.gov.au/media/4871341/rep593-published-20-september-2018.pdf 17. https://www.oecdguidelines.nl/documents/publication/2019/04/19/ncp-final-statement-4-ngos-vs-ing

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38 WESTPAC GROUP NOTICE OF ANNUAL GENERAL MEETING ATTENDING THE AGM DARLING Location ISLAND International Convention Centre Sydney Darling Harbour Theatre, Level 2 14 Darling Drive Sydney New South Wales 2000 WYNYARD The International Convention Centre Sydney (ICC) is in the precinct of Darling Harbour on Cockle Bay. The venue is close to bus, train and light rail stations and a ferry wharf. It also has access for taxis and its own car park. For more information on the ICC visit www.iccsydney.com.au. CENTRAL BUSINESS DISTRICT CBD KING STREET WHARF PYRMONT BAY PYRMONT Market St IRON WHARF PLACE DARLING HARBOUR Druitt St CONVENTION DARLING HARBOUR THEATRE TOWN HALL WENTWORTH PARK n TUMBALONG PARK TA XI TRAIN BUS LIGHT RAIL CHINA EXHIBITION FERTROY WN ZOLLNER CIRCUIT PARKING D HARBOURSIDE SHOPPING CENTRE

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In addition, Captain Cook Cruises operates services between Darling Harbour Convention Wharf, Barangaroo, King Street Wharf No.1 and Circular Quay. Further information about travel to the venue and parking can be found at www.iccsydney.com.au/visit-icc-sydney or by calling (+61 2) 9215 7100. For public transport information and timetables visit www.transportnsw.info or call 131 500. How to get there By car The ICC has two car parking stations being the Sydney Exhibition Centre Car Park and First State Super Theatre Car Park. Both carparks can be accessed via 14 Darling Drive. The Sydney Exhibition Centre Car Park is the most convenient for those attending the AGM. By taxi Taxi ranks are located at Iron Wharf Place next to Harbourside Shopping Centre and Zollner Circuit on the Southern end of the ICC. Both are accessed via Darling Drive. Venue security Security arrangements will be in place at the venue, including electronic screening prior to AGM entry. By bus Bus routes 389 and 501 stop on Harris Street near Allen Street, which is a 10 minute walk from the ICC. Cloakroom facilities A cloakroom is available at the venue’s customer service desk and is located on the ground floor, just to the left of the AGM registration. By train The ICC is a 10 minute walk from Town Hall Station and a 15 minute walk from Central Station. Train services operate between Sydney airport and these stations, with a travelling time of approximately 20 minutes. The light rail connects from Central Station to the ICC. 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. By light rail The light rail runs between Central Station and Dulwich Hill and stops at the ICC. Further information For further information regarding the Westpac AGM, please contact Link on (+61) 1800 804 255 (toll free within Australia). By ferry Direct ferry services to Darling Harbour operate from Circular Quay, King Street Wharf and Pyrmont Bay Wharf. It is a 15 minute walk from King Street Wharf to the ICC and a 10 minute walk from Pyrmont Bay Wharf to the ICC. Water Taxis to Darling Harbour depart from the Rocks, Circular Quay, the Opera House, Barangaroo and Luna Park.

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