Disclosure Policy and Communications Strategy

MARKET DISCLOSURE POLICY

Purpose

This disclosure policy is intended to:

satisfy the requirements of the ASX Limited (ASX), New Zealand Stock Exchange (NZSE) and other offshore stock exchanges where we have disclosure obligations, as well as relevant securities and corporations legislation;
reflect our commitment to meeting our stakeholders expectations for equal, timely, balanced and meaningful disclosure; and
satisfy regulatory disclosures required for the public domain.

We have based our market disclosure policy on two principles, namely:

that we will issue relevant company information to our shareholders and the market in accordance with our obligations to the public and relevant stock exchanges; and
that we will do so in a way that allows all interested parties equal opportunity to access that information.

Cornerstones of the policy

The cornerstones of our disclosure policy are to ensure that Westpac will:

meet the continuous disclosure obligations imposed by relevant stock exchanges and that we prevent the selective or inadvertent disclosure of material, price sensitive information; and
do so in a way that allows all interested parties equal opportunity to access that information.

Disclosure Committee

Westpac has a Disclosure Committee, comprising representatives of its Executive Office and senior management, with responsibility for administering the policy..

Westpac’s Group Secretary and General Counsel (GS&GC) has been designated as the Bank’s disclosure officer for the purposes of applicable listing rules;
The Chief Risk Officer has been designated as the responsible officer for any Australian Prudential Regulation Authority (APRA) disclosures;
The Chief Operational Risk and Compliance Officer is responsible for any Australian Securities and Investments Commission (ASIC) disclosures.

The Disclosure Committee is responsible for making the decisions on what should be disclosed publicly under this policy. The disclosure officer is ultimately responsible for all communication with relevant stock exchanges.

The Disclosure Committee is responsible for helping employees understand what information may require disclosure to the market on the basis that it is price sensitive.

The Disclosure Committee is responsible for monitoring all company disclosure practices and for making recommendations to Westpac's Board on updating this policy in response to changes in Westpac’s internal structure, legislative and regulatory developments, technology developments and evolving community expectations.

The terms of reference for the Disclosure Committee are set out in the accompanying schedule.

Authorised representatives

The Disclosure Committee and the disclosure officer can delegate aspects of administering this policy to other Westpac employees (authorised representatives). The delegation may be general or specific to a particular matter.

Any delegation of responsibility for reviewing communications to the market of information that is or may be price sensitive must be made to two members of the Disclosure Committee acting together.

Review of communications for disclosure

Any two members of the Disclosure Committee, one of which will be the GS&GC (or the GS&GC’s delegate), will review all communications to the market that are or may be price sensitive to ensure they do not cause any unintended breaches of this policy or our obligations under the law. Such communications may include:

media releases;
analyst, investor, or other presentations;
public tender documents;
annual reports and accounts;
bidder’s or target’s statements;
prospectuses; and
fact books or other corporate publications.

Those Committee members will adopt a method for signifying their approval of communications for disclosure. That approval must be evident before information can be released under section 7 of this policy.

Westpac will make public disclosures of any information that a reasonable person would expect to have a possible material effect on the price or value of Westpac shares, including:
announcements about financial performance and material changes in financial performance or projected financial performance;
changes in Board Directors, Chief Executive Officer (CEO) or Group Executives;
mergers, acquisitions/divestments, joint ventures or material changes in assets;
significant developments with regard to new projects or ventures;
material changes to Westpac’s shares or debt securities;
major new contracts, orders, or changes in suppliers;
material changes in products or product lines;
material information affecting joint venture partners or non-wholly owned subsidiaries;
significant analyst or media reports based on incorrect or out of date information;
industry issues that have, or which may have, a material impact on Westpac; and
decisions on significant issues affecting Westpac by regulatory bodies.

When there’s doubt over whether an issue might materially affect the price or value of Westpac's shares, the Disclosure Committee will assess the situation with senior executives, and where needed, seek external advice.

Authorised spokespersons

We will keep the number of executives authorised to be Westpac spokespersons to a minimum to avoid inconsistent communications and to reduce the risk of information being selectively released that may have an impact on Westpac’s share price and value.

Westpac’s authorised spokespersons are the Chairman, CEO, the members of the Disclosure Committee from time to time, Head of Media Relations and other authorised Media Relations staff, and Investor Relations Managers.

On specific occasions the authorised spokespersons defined in 6.2 can authorise other spokespersons, but any comments made must be limited to their area of expertise.

No employee or associated parties (such as consultants, advisers, lawyers, accountants, auditors, investment bankers, etc) is permitted to comment publicly on matters confidential to the Bank. Any information that is not public should be treated by employees and associated parties as confidential until publicly released. In some circumstances, employees and associated parties will be asked to sign confidentiality agreements.

Authorised spokespersons will liaise closely with the Disclosure Committee or authorised representatives to ensure all proposed public comments satisfy Westpac’s disclosure policy.

Making and disseminating announcements

Once the requirement to disclose information has been determined, the disclosure officer or authorised representatives will be the only persons authorised to release that information.

Except as permitted by the ASX Listing Rules and relevant Guidance Notes, Westpac will not release any information publicly that is required to be disclosed through the ASX until Westpac has received formal confirmation of its release to the market by the ASX. Once this confirmation has been received, a like release would also usually be made to or through all other relevant stock exchanges. The information may also be:

issued to news outlets and major news wire services;
published on Westpac's website and intranet site; and
broadcast via email and/or fax to key stakeholders.

Where a joint disclosure between Westpac and a listed subsidiary, joint venture or project partner is deemed to be necessary or desirable, Westpac will endeavour to ensure that relevant parties have the opportunity to review the content of the disclosure before its release, provided that such review does not adversely impact on Westpac’s ability to comply with its disclosure obligations. Prior review will also enable Westpac to consider whether a separate announcement to relevant exchanges or other stakeholders is required.

A copy of all announcements will be given to Westpac’s Group Treasury to determine whether specific disclosure is also required under any listed capital or debt program, or any shelf registrations.

The media and speculation

Westpac has a ‘no comment’ policy on media speculation and rumours, which must be observed by all employees. However, where necessary to comply with Westpac’s continuous disclosure obligations, the Disclosure Committee may authorise a statement to be made in relation to market speculation or rumour or where a response is required to a formal request from a relevant exchange or regulator. The same principles apply in relation to speculation and rumour appearing in non-mainstream media such as internet sites.

Westpac will not provide the media with exclusive interviews, stories or information that contain material price sensitive information before disclosing that information to the market.

Westpac will not disclose any information under an embargo arrangement that it intends to make public at a later time unless via a controlled lock-up arrangement.

Trading halts

In a fully informed, fair and transparent market there should be a limited need for Westpac to request a trading halt from a relevant exchange. A trading halt may be requested where necessary to ensure that efficient trading in Westpac's shares is maintained.

Only the Disclosure Committee is authorised to seek a trading halt.

Meetings and group briefings with investors and analysts

Westpac will not disclose price sensitive information in any meeting with an investor or stockbroking analyst before formally disclosing it to the market.

Westpac considers one-on-one discussions and meetings with investors and stockbroking analysts as an important part of proactive investor relations. However, Westpac will only discuss previously disclosed information in such meetings.

The Disclosure Committee’s authorised representative(s) should be involved in all discussions and meetings with stockbroking analysts and investors if possible and must be fully briefed immediately after those meetings in cases where information inadvertently discussed may need to be disclosed.

Westpac commits to webcasting and/or teleconferencing any major briefings it has with a group of investors or stockbroking analysts. Planned webcasts and teleconferences of events will be advised beforehand so all interested parties may participate.

Westpac will make a file note of all meetings and briefings with investors or stockbroking analysts unless the event is webcast / teleconferenced or a recording / transcript is added to Westpac’s website. Subject to section 10.6, the file note must confirm that no new material price sensitive information was disclosed. For compliance purposes the file notes must be maintained for at least seven years.

Any Westpac employee at a meeting or briefing, who considers that price sensitive information has been raised that previously has not been disclosed, must immediately refer that matter to the Disclosure Committee for consideration.

Pre-results period

During the time between the end of the financial year or half year and the actual results release, Westpac will not discuss financial performance, broker estimates and forecasts (and particularly any pre-result analysis), with stockbroking analysts, investors or the media, unless the information discussed has already been disclosed to the relevant exchange(s).

Web-based communications

The Westpac website will feature a discrete section for shareholders and investors to ensure that such relevant public information can be accessed by all interested parties. Such information will generally include:

annual reports and result announcements;
Prudential disclosures to meet APRA’s requirements set out in APS 330 (Capital Adequacy: Market Disclosure);
all other company announcements made to relevant exchanges;
speeches and support material given at investor conferences or presentations;
company profile and company contact details;
all written information provided to investors or stockbroking analysts at briefings / presentations; or
briefing material from any company site visits.

If any of the information contained in 12.1 is or may be price sensitive two members of the Disclosure Committee must receive and review drafts of the above materials before being posted on the website to ensure this policy is being complied with.

Information lodged with the ASX will be made available on Westpac’s website as soon as practicable after the ASX confirms receipt of that information. In the case of prudential disclosures, material will be made available on Westpac’s website within 40 days of period end.

All website information will be continuously reviewed and updated (semi annually for prudential disclosures) to ensure all information is current, or appropriately dated and archived.

Historical information will be archived and clearly dated to ensure users are aware that it may be out of date.

Analyst reports and forecasts

Stockbroking analysts frequently prepare reports on listed entities that typically detail strategies, performance and financial forecasts. To avoid inadvertent disclosure of information that may affect Westpac’s value or share price, Westpac's comment on analyst reports will be restricted to:

information Westpac has publicly issued, and
other information that is in the public domain.

Given the level of price sensitivity to earnings projections, Westpac will only make comment to correct factual errors in relation to publicly issued information and company statements

Westpac will not endorse, or be seen to endorse, analyst reports or the information they contain. Accordingly Westpac will not:

externally distribute individual analyst projections or reports;
refer to individual analyst recommendations on the website; or
selectively refer to specific analysts, or publicly comment on individual analyst recommendations or proprietary research.

Chat rooms

Non-authorised Westpac employees or associated parties must not participate in chat room discussions on the internet where the subject matter relates to the Bank.

Policy approval

Westpac's Board of Directors and Executive Office have approved this market disclosure policy. We will summarise its key principles in the annual report and other appropriate company communications to ensure that our key stakeholders – customers, staff, shareholders and the general community – are aware of them.

WESTPAC DISCLOSURE COMMITTEE - TERMS OF REFERENCE

Powers and Responsibilities

To establish procedures for the mandatory notification to the Committee of:

information that may be required to be disclosed pursuant to law (domestic or foreign) or the rules of any securities or other exchange in which the Bank is a participant; or
information that it may be desirable to disclose having regard to considerations of social responsibility or reputational risk,

being, for the purposes of these Terms of Reference, “disclosable information”.

To make decisions concerning the disclosure of disclosable information, including decisions on:

whether the information is required to be disclosed;
the substance of the disclosure to be made;
the persons to whom disclosure should be made;
the means by which disclosure should be made; and
the timing of disclosure.

To provide formal assurance to the Executive Office and to the Board of Directors that all disclosable information has been the subject of consideration by the Committee.

To formulate and recommend to the Board of Directors, changes to the Westpac Banking Corporation Market Disclosure Policy, having regard to changes in applicable law, legal obligations arising through participation in relevant markets, and evolving corporate governance standards.

Regulations

The Committee shall consist of representatives of Westpac’s Executive Office and:

The Group Secretary & General Counsel; and
General Manager, Stakeholder Communications,

or their alternates.

The Chairman of the Committee shall be the Chief Financial Officer.

The membership of the Committee shall be as determined from time to time by the Westpac Executive Office.

The Committee shall usually convene upon the commencement of each meeting of the Westpac Executive Office, and its proceedings shall constitute the first item in the order of business at such meetings. The Committee may convene at such other non-scheduled times as may be required in order to exercise the powers and discharge the responsibilities conferred by these Terms of Reference.

Meetings of the Committee may be held by any means permitted for meetings of the Westpac Executive Office.

Any three members of the Committee shall constitute a quorum and shall be competent to transact the affairs of the Committee. In transacting its affairs, the Committee may consult with such advisers as it considers appropriate, including Westpac’s external legal advisers.

The Committee may delegate aspects of administering the Westpac Banking Corporation Market Disclosure Policy to other Westpac employees, including to any disclosure officer that Westpac is required to appoint in order to comply with applicable listing rules. That delegation may be general or specific to a particular matter. In accordance with clause 4.2 of the policy, any delegation of responsibility for reviewing communications to the market of information that is or may be price sensitive must be made to two members of the Disclosure Committee acting together.

The Committee shall cause minutes of its proceedings to be kept in accordance with the same procedures as are applied to keeping the minutes of meetings of the Westpac Executive Office.

The Committee may from time to time adopt such other rules and regulations as it deems appropriate for the conduct of its affairs. Such other rules and regulations shall not be inconsistent with the Constitution, these Terms of Reference and the Corporations Act 2001.

Approved by the Westpac Executive Office on 13 November 2007.
Approved by the Westpac Board on 12 December 2007.

Adopted by St.George Bank - A Division of Westpac Banking Corporation Board on 3 February 2009