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Annual General Meetings

Bendigo and Adelaide Bank's 2023 AGM

The Annual General Meeting (AGM) of Bendigo and Adelaide Bank Limited (the Bank) was held at 11:00am (AEDT) on Tuesday 24 October 2023. It was held at The Capital Theatre in Bendigo. Details of how to participate were included in the Notice of Meeting which was released to shareholders and published on our website on 12 September 2023.

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AGM 2023
AGM 2023

Jacquie Hey: Good morning, I am Jacquie Hey, Chair of the Bendigo and Adelaide Bank Board. I am also obviously a fellow shareholder of the Bank. The time is just after 11am and we have a quorum, so I am pleased to declare the Bank’s 2023 Annual General Meeting open. I take this opportunity to acknowledge the Traditional Owners of the many lands on which we are all meeting. I recognise their continuing connection to land, water, culture, and community, and I pay my respects to elders, past, present, and emerging. I am currently on the traditional lands of the Dja Dja Wurrung and the Taungurung Peoples of the Kulin Nation, the traditional custodians of this land and waterways, including the Loddon and Avoca rivers in the Bendigo region. We would like to welcome and thank each, and every one of you joining us today. For those who are joining us remotely who are deaf or hard of hearing, closed captions are provided, however, to activate these you will need to click on the ‘CC’ button on the bottom of your screen. A hearing loop is available for those attending here at the Capital Theatre who need some assistance. For those of you who are vision-impaired or listening via the telephone I am happy to provide you with an audio description of myself and our surroundings in the studio. I am standing at a lectern in the Capital Theatre. I have straight light-coloured hair and I am wearing a pink jacket. In the background I have a large image of the Bendigo Bank logo. As per shareholder requests last year, we will again make the transcript of this AGM available through our website as soon as we can following this meeting. Additionally, and out of respect for those who have joined us here and will be voting today, we have chosen not to release early voting details however we will provide these details on the screen during the course of the meeting for transparency. Let me introduce your Board. Alongside me is Marnie Baker, our CEO and Managing Director. Marnie grew up on a dairy farm in Cohuna. She lives on the traditional lands of the Dja Dja Warrung and is a Bendigo local. Marnie has over 30 years’ experience in the financial services industry and she has been with the Bendigo and Adelaide Bank Group since 1989. She brings to the Board a strong understanding and connection to regional Australia as well as an extensive array of banking and finance knowledge, across all areas of the Bank’s operations. She is also obviously a shareholder of the Bank, as are all of your Directors. Your incoming Chair David Foster is from the beautiful Kabi Kabi lands of the Sunshine Coast. David has been the Chair of the Board Financial Risk Committee and a member of the Board People, Culture and Transformation Committee. He is an experienced and highly skilled non-executive director, who has a diverse portfolio across a range of ASX listed and government organisations. David’s executive career, which has spanned more than 25 years, primarily in financial services, including as CEO of Suncorp Bank. Richard Deutsch joined the Board in September 2021 and is the Chair of the Board Audit Committee and a member of the Board Financial Risk Committee. He lives on the traditional lands of the Bidjigal and Gadigal peoples of the Eora Nation in Sydney. He has extensive experience delivering complex audit and advisory services and has been a Partner at leading Australian consulting firms. Richard has previously served as CEO of Deloitte Australia and was a member of their Global Audit & Advisory Leadership Team. Among other roles he is also Chair of the charity Movember. Next to Richard is Vicki Carter who joined the Board in 2018. Vicki lives on the traditional lands of the Bunurong people of the South-Eastern Kulin Nation located in Melbourne. Vicki has enjoyed a stellar career primarily in financial services and more recently in technology. Vicki has held executive and senior management roles at Telstra, NAB, MLC, ING, and Prudential Assurance. Vicki is Chair of the Board People, Culture and Transformation Committee and is a member of the Board Risk Committee. Vicki is a director of the Australian Securities Exchange and IPH Limited. David Matthews is next, he is a farmer and runs an agricultural import/export business based in the Wimmera region, the traditional lands of the Wotjobaluk, Jaadwa, Jadawadjali, Wergaia and Jupagalk Nations. David has a deep understanding of Australia’s agricultural sector and its importance to the economy and to our future. He is a member of the Board Audit and Board Financial Risk Committees. He is also the Chair of the Bank’s Rural Advisory Committee and a member of the Community Bank National Council. David is a strong advocate of our Community Bank model for many years now. In fact, this year the Bank celebrated 25 years of Community Banking which actually started in his hometown of Rupanyup. Next to David is Victoria Weekes who lives on the traditional lands of the Wangal people of the Eora Nation in Sydney. Victoria is currently Chair of the Board Risk Committee and a member of the Board Audit Committee. She has over 35 years' experience in financial services and has held executive roles with major Australian listed companies and multinationals including Westpac, Citi and Jarden Morgan which is now CS First Boston. Victoria is also a member of the ASIC Markets Disciplinary Panel, a treasurer of the Australian Gender Equality Council and chair of Pinnacle Housing Partnerships. Next is Alistair Muir who lives on the traditional lands of the Bidjigal and Gadigal peoples of the Eora Nation, the custodians of the eastern Sydney coastal area. He joined the Board last year to support the Bank’s strong commitment to digital and technological transformation, and innovative solutions for our customers. Alistair is a Member of the Board People Culture and Transformation Committee and the Board Risk Committee. Alistair has worked with many ASX50 and Fortune 500 companies to successfully launch digital products and ventures. Alistair is also a director of Helia and is an advisor to CSIRO on the commercialisation of science and technology. Our newest director, Patricia Margaret Payn (who prefers the name Margaret) lives on the traditional lands of the Kaurna people near Adelaide. Margaret is already a member of the Board Financial Risk Committee and will take over from David Foster as Chair of this Committee. She is also a member of the Board Risk Committee. Her distinguished career has mainly been in finance, risk and operational roles across financial services including retail, institutional banking and wealth management. Margaret has previously held positions with ANZ, Westpac, AMP and Citigroup and her experience will be of significant and great value to the Bank if elected today. Jim Hazel also lives on the traditional lands of the Kaurna people in Adelaide. He’s shared his significant skills and extensive experience in banking, finance and risk management with the Bank now for 13 years. He has a comprehensive understanding of regional and rural interests and has valuable insights into the challenges faced by Australia’s ageing population and the retirement housing sector. Jim has announced his retirement as a Non-Executive Director effective at the end of the meeting today. He will be sorely missed. Sitting next to Jim is Belinda Donaldson, our Company Secretary, who will be assisting with today’s meeting. I would also like to acknowledge that in attendance today we have the Bank’s Executive members, as well as Tim Dring and Clare Sporle who are the Bank’s Lead Audit Partners from EY. Also in attendance is Steve Hodkin, who is acting as Returning Officer for this meeting. He is from our share registry service provider, BoardRoom. Our General Manager Corporate and Public Affairs, Robert Musgrove will be assisting me today by reading out questions and introducing our shareholders who want to ask questions. So, Robert is now going to outline the formalities for today’s meeting. Over to you Robert.

Robert Musgrove: Thanks Jacquie and good morning. Today’s proceedings have been structured to provide all shareholders or their proxy holders with an opportunity to participate in the business of the meeting in an orderly fashion. In the interests of all shareholders, we ask that when the time comes to put your questions, that you be courteous, fair, and respectful. Please keep your questions concise and about the matters which are relevant to the business of the meeting. Also, in the unlikely event that technical issues beyond our control arise, Jacquie will advise us on next steps. If for some reason we cannot proceed with the meeting, we will issue an ASX announcement with further information. Today’s Notice of Meeting contains details of how questions may be submitted by shareholders. We welcome ‘in-person’ questions from those attending, as well as written and audio questions through the online Lumi facility. You may submit questions at any time, though if they concern a particular resolution, we’ll cover those at the relevant time during the meeting. Where there are multiple questions which are the same or have a similar theme, these may be grouped into a single question to avoid repetition. Time permitting, the Board will endeavour to answer as many questions as possible. Thank you to the shareholders who have submitted questions ahead of the meeting. We have carefully considered all your questions and they will be covered as part of Jacquie or Marnie’s address, or directly at the relevant section during the meeting today. With respect to today’s voting procedures, I can confirm that voting on each of the proposed resolutions will be conducted by poll. Registered holders of the Bank’s ordinary shares - as at 7:00pm Australian Eastern Daylight Time Sunday, 22 October 2023 - are eligible to participate in today’s meeting and vote on all the items of business to be considered at the meeting. Guests are not permitted to vote or ask questions. Those eligible shareholders in attendance - in person - here at The Capital today, will have registered to vote at the registration desk when you entered the venue. Shareholders have been issued with a yellow voting card. If you require any assistance with voting, please see our share registry representatives from BoardRoom at the registration desk outside. For those eligible shareholders attending and voting virtually, you can join the meeting and submit your vote using the information displayed on the screen now via Lumi using any web browser on a computer, tablet, or smartphone device. For more detailed information on voting please refer to our AGM user guide which is available on our website. If shareholders have questions relating to personal matters, we have a number of customer service representatives from across the Bank here today who will be able to assist you after the meeting. Once Jacquie moves to the items of business requiring formal resolution, and after all questions, we will display the proxy results for each resolution which were submitted ahead of the meeting. For our audio listeners, we will read aloud the proxy results. You will be able to vote on all resolutions as soon as voting opens. As detailed in the Notice of Meeting, voting is restricted to the number of shares each securityholder holds and is also subject to any applicable voting exclusions. Thanks Jacquie.

Jacquie Hey: Thank you Robert. And thank you for going through all those instructions, this is a hybrid meeting so we have people joining online, we will have people by telephone and obviously we’ve got people here in the theatre today, so thank you for sitting through all those instructions so we make sure everyone can participate as fully as they need to. So, I will now present my address and then I’ll hand over to Marnie to do the same. It is a pleasure to be with you in Bendigo this morning to chair the Bendigo & Adelaide Bank’s 2023 Annual General Meeting and it’s great to see shareholders here in person at The Capital - and I again extend a warm welcome to those of you joining us virtually today. At last year’s meeting I said we were cautiously optimistic and prudently provisioned, and we remain so. Your Bank has seen a great many economic cycles in its 165-year history, and it remains well positioned to continue meeting the expectations of our shareholders, our communities, and our customers. The economic environment we are currently in is quite volatile and it presents both opportunities and challenges. In terms of opportunities, the good standing of the Bank can be seen in the continued growth in customer numbers as they increasingly recognise your Bank as a genuine alternative to the majors. This has been undertaken during a period where careful balancing of volume growth and margin management has been key. It is also pleasing to note the continuing rise in the Bank’s capital levels. They improved again over financial year 2023 with our Common Equity Tier 1 ratio rising 157 basis points to 11.25 percent, well above regulatory requirements and APRA’s definition of ‘unquestionably strong’ - and they reflect our prudent and conservative approach. In conjunction with strong profit growth in financial year 2023, this allowed us as a Board in August, to declare a final fully franked dividend of 32 cents per share, taking the full year dividend to 61 cents per share and representing a 15.1 percent rise on the previous year. But for some people, these are very difficult times. The legacies of COVID and natural disasters, the cross industry-wide increase in fraud and scams and the ongoing cost of living challenges are very real. Most of our customers remain well provisioned and our arrears are at historically low levels, but for a small cohort they need our ongoing support to help them with practical steps to adapt to the higher interest rate environment. The Bank needs to persist with its vigilance on all elements of risk, on credit quality and on meeting evolving customer expectations. The important foundational work undertaken via our multi-year transformation program will continue to pave the way for our future growth and risk management. The Bank maintains its focus on prioritising sustainable growth for the benefit of all our stakeholders. We always carefully balance the interests of our shareholders and our customers, whilst considering the real impact on our people, our communities, our partners, and our broader stakeholders. Marnie in her speech will talk further about the business, but I’d now like to take the opportunity to outline some of the important community dividends your Bank has delivered throughout the course of the past year. In conjunction with our Community Bank partners, the Bank awarded 200 first time students more than $700,000 as part of our expanded 2023 Scholarship Program. This program was established 17 years ago and has now provided more than $12 million in funding to more than 1,500 students across Australia. It offers life changing opportunities for students who might otherwise miss out on further education, especially as it is targeted to those in regional and remote areas. I look forward to the contribution these students will make to the Australia they will inherit and to the many communities they will return to. I am proud of what the program has achieved and hope you are too. In other measures undertaken this year, your Board approved our ESG and Sustainability Business Plan and our Climate and Nature Action Plan for 2024 to 2026. These plans, which are detailed in our 2023 Sustainability Report, outline how we will build on our performance to date and how we will continue to be accountable for our performance going forward. The launch of the Bank’s inaugural Reflect Reconciliation Action Plan was another highlight as the next step in our reconciliation journey. The Bank’s Executive and Board participated in cultural immersion experiences hosted in the Bendigo region by the Dja Dja Wurrung and the Kaurna peoples in the Adelaide region as part of this process. It left lasting impressions on us and built on the relationships we have and continue to build upon with traditional owners. Now onto some changes of the Board. The process of renewal continues at a Board level. As you would be aware, shareholders ratified the Board’s appointment of digital executive and entrepreneur Alistair Muir at last year’s AGM and his constructive contributions to our board discussions have been very much appreciated. We also welcomed Margaret Payn as a Non-Executive Director, effective 14 September 2023. As I previously mentioned, Margaret brings with her a very strong background in banking and financial services, and she will introduce herself later in the meeting when she comes up for election. We have also announced the retirement of Jim Hazel as a Non-Executive Director effective from the conclusion of the meeting today after more than 13 years on the Board. We thank Jim for his valuable contributions during his many years of service and I personally want to say thank you Jim, for your wise counsel to the Board, to the Management team and particularly to myself. As you may know, this will be my final meeting as Chair with my time at the Bank concluding after more than 12 years on the board and four years as Chair. I consider my time with this wonderful company and its lovely people to be a highlight of my career. On a personal note, it has been a pleasure to have worked closely with your CEO and Managing Director Marnie Baker during a period of accelerated change for the bank, its customers, and the community. I couldn’t think of anyone else I would rather have gone through COVID with Marnie, so thank you very much, I am proud of what you and your team have achieved. David Foster, as an existing member of the Board and a highly experienced ex-banker and non-executive director, is well qualified to continue working with the Executive team and I am pleased he will be your new Chair. I will invite David to say a few words towards the end of the meeting. Rest assured your Bank is in good shape and I will continue to take a keen interest in its progress. Before I conclude my address, I personally, and on behalf of the Board, want to express our thanks to you, our shareholders, for your continued feedback and your loyalty. We are very lucky that we have such an engaged shareholder base, and it has been delightful to personally get to know so many of you over the years. The Board also acknowledges the many, many hours of hard work by our people that go into securing and maintaining the high levels of trust and customer satisfaction for which the Bank is widely recognised. Our customer-centric approach provides both financial results and public accolades and we will continue to deliver and build on this record for our 2.4 million customers. Thank you for your attention and for indulging me as I say goodbye. It is the people I will miss the most and you will all be forever in my heart, as after today, I watch purely as an interested shareholder. I do look forward very much to having the opportunity to chat with many of you over light refreshments after the formalities of today’s meeting have concluded. I now invite Marnie to make her address. We will play this very short video while she makes her way to the lectern.

Marnie Baker: Good morning, everyone. It is a great pleasure to be here with you again in person and for the benefit of those who are vision-impaired or listening via the telephone, I too am happy to provide an audio description of myself. I am of average height, pale complexion with long, straight brown hair, and I am wearing an olive-green suit and white shirt. Thank you, Jacquie, for your opening remarks, and for your kind words. I too am very proud of our Bank and what we have achieved. Bendigo and Adelaide Bank is unique. We are a bank with heart and heritage. Our connection with our customers and community, our regional roots and our position as Australia’s most trusted bank provides us with a competitive advantage that cannot be replicated. And our Bank has never been better placed to continue delivering on our purpose of feeding into the prosperity of our customers and their communities and supporting customers who need our help. I’d like to take the opportunity to reflect on some of our achievements over the past 12 months before looking to the challenges and opportunities that lie ahead. Over the course of the last year, we made significant progress on our strategic imperatives. We continued to reduce complexity in our operations, invested further in our capabilities, and we told our story in more ways than ever before. We continued to deliver on our strategy and to strengthen our focus on improving financial returns and generating sustainable growth. The Bank reported record cash earnings for the full year of $576.9 million and further improvements across other key financial metrics, such as our return on equity which rose 90 basis points to 8.62 percent, our cash earnings per share which rose 13.7 percent to 102.1c and our cost-to-income ratio which improved by 420 basis points to 54.9 percent. And also, strategically, the Bank continued to deliver on its transformation program launching new digital product offerings including term deposits online, reducing the number of core banking systems from seven to four, and reducing the number of IT applications by 90 as well as moving one third of those applications to the cloud. These metrics demonstrate our continued momentum and the progress we are making on our objectives, while retaining our market leading trust and customer advocacy scores. Jacquie touched on the current economic challenges, and I’d like to talk about what we’ve been doing at the Bank to support our customers in an environment of rising interest rates and cost of living pressures. As Jacquie said, the vast majority of our borrowers are well positioned, however a small number do and will require our assistance. We know some of our customers are doing it tough, which is why it is important we stay close to them. Our primary objective is to keep our customers in their homes. This approach has contributed to our market-leading customer advocacy scores and has ensured the historical loss rates on our mortgage portfolio are among the lowest in the industry. We will continue to support customers as and when they need us. The Bank offers all our customers a free home loan health check to ensure their current loan suits their needs, and we are contacting customers who are coming off fixed rate home loans to ensure they are fully informed about options available to them, such as using an offset account to reduce repayments. The other topic of critical importance that the Bank and our customers are facing is the rising volume of scam and fraud activity. It is true to say that advances in technology have brought many improvements to our lives, and the digital services that facilitate speedy payments and round-the-clock availability are among them. But the downside to these digital conveniences is the rise in cybercrime. I’ve heard many upsetting stories of customers who have fallen victim to this organised and often sophisticated criminal activity, and I want you to know that we are working hard to reduce instances of scams and fraud.
In the past financial year of 2023, we stopped $38.6 million in fraudulent transactions and as part of our ongoing and consistent focus on protecting our customers, the Bank has tightened transaction rules, removed hyperlinks from our SMS messages and we’ve doubled the size of our financial crimes team. We continue to work hard to educate our customers about how to stay safe online and proactively detect and prevent the unauthorised use of customer accounts, including face-to-face education sessions at 430 locations across Australia. And I do encourage customers and local community groups to go and enquire about those Banking Safely Online sessions at your local Bendigo Bank branch. Importantly, and in addition to what we are doing in our Bank, we are advocating strongly for a whole of ecosystem approach to combatting scams and fraud and continue to remind customers of the important role they play in keeping their information secure. As Jacquie mentioned, this year our unique Community Bank model celebrated its 25th anniversary and it has now directed $320 million in profits back into these local communities since its inception. Just last month, we held the Community Bank National Conference here in Bendigo – the first conference in person in five years, and since the pandemic, and it was fantastic to see so many Community Bank directors in one place to talk about what makes our Community Bank model so special and how we will ensure its success for the future. I’m really proud of what we have achieved over the past 25 years and am reminded once again of the important role strong banks play in the community, particularly in regional Australia. Earlier I spoke of our achievements in digital over the past 12 months with the launch of online term deposits, which have contributed to our overall customer deposit growth. As of the second half of 2023 fiscal year, 12 percent of the Bank’s home loan settlements are now fulfilled through digital channels. We are excited about the possibilities our investments in digital products have created for us. We understand however, that whilst we house workloads in the cloud, we ourselves don’t live in the cloud, we live in physical communities and our physical network is very important to us, and we value the personalised interactions we have with our customers every day. Looking ahead, the opportunities for our Bank have never been clearer. Our strengthened focus on delivering sustainable growth and returns is yielding benefits and will continue to do so. Customer preferences are changing, and we need to be responsive. We expect customer interest in our digital mortgage products to continue to grow as customers embrace their convenience and utility, and we will continue to work hard on our transformation agenda and to realise the benefits of further reducing complexity in our operations. We expect the deposit market to remain very competitive as banks look to build a solid funding base in preparation for the repayment of the Reserve Bank Term Funding Facility. And we see significant latent opportunity in business and agribusiness, particularly given our deep regional roots and community presence. We successfully delivered on what we promised in the financial year 2023, and we are now working towards delivering on our goals for this financial year 2024. We will continue to manage our costs diligently and focus on strengthening the returns we derive from our investments, so we can continue to future-proof our business and deliver returns to you, our shareholders. As Jacquie mentioned, today is her last day as Chair and Director of Bendigo and Adelaide Bank. Jacquie has been a beacon of strength and integrity for this organisation over the past 12 years. In her role as Chair, she has helped steer our Bank through challenging periods such as the aftermath of the Banking Royal Commission and the recent pandemic. Through it all, she has been a calm and steady influence, providing a wealth of knowledge, support and stability for myself and my Executive team. I’d like to personally thank Jacquie for her support, wise counsel, and thoughtful stewardship during a period of accelerated change for the Bank, our customers, and the community. Jacquie, you have given so much to our Bank over the past 12 years, and you leave an enduring legacy, and we all wish you well for your next chapter. We are very fortunate to have a strong successor in David Foster and I look forward to working closely with David as we continue to deliver on our vision to be Australia’s bank of choice. In closing, I would like to sincerely thank our 2.4 million customers for your advocacy and the opportunities you provide us to do business with you. Also, thank you to my team, our almost 8,000 people at the Bank who work hard every day to deliver good outcomes for our customers. I’d like to thank our partners and suppliers for the support, capability, and knowledge you provide our business. And my thanks to the Board for your ongoing guidance and support. And last, but not least, thank you to you - our dedicated shareholders, for providing us with your strong support. I thank you for your time today and I look forward to speaking with many of you at the conclusion of today’s meeting. Thank you.

Jacquie Hey: Thank you, Marnie. I will now turn to the formal business of the meeting. The first item relates to the Bank’s Financial Report, Directors’ Report and Independent Auditor’s Report for the financial year ended 30 June 2023. The 2023 Annual Financial Report was made available to shareholders in September. Our external auditors Ernst & Young issued an unqualified opinion on the financial report. I note there’s no requirement for shareholders to vote on this item of business and ahead of this meeting, shareholders were provided with the opportunity to submit written questions to the Auditor about the content of the Auditor’s Report and the conduct of the audit of the Annual Financial Report. The Auditor has advised that none of the shareholder questions submitted in advance were related to the Auditor’s Report and the conduct of the audit of the Annual Financial Report, so we have included those questions with those submitted in advance which I will answer as we go through the meeting. I will now take any general questions on the Reports, other general matters, or if there are other questions to the Auditors. Given this is a hybrid meeting, I will rotate between shareholder questions submitted in advance, questions from those people here in person in the auditorium in the Capital Theatre and questions that are coming in online. Robert, perhaps we could we begin with some of the most common questions that have been submitted in advance.

Robert Musgrove: Thank you Jacquie. I preface my announcement of these questions by saying there were a number of questions from shareholders about personal or share registry matters. In these cases, we’ve contacted the shareholder directly to provide assistance, and won’t be putting those questions to today’s meeting. Furthermore, in relation to the most common questions that have been submitted in advance, some of these questions have been adjusted slightly for reading ease and similar questions grouped for brevity. Your first question is from Patricia West, who asks “Is Bendigo and Adelaide Bank heading down the direction of "no cash" like some other banks. I personally refuse to buy from a venue that posts "card only, no cash””. We received eight similar questions on the use of cash in branches from shareholders including Judy Rowe, William Osmand, Timothy Clifton, Stephen Cressey, Barry Johns and Glenn and Julieanne Rigby. The general sentiment from those shareholders can be best encapsulated by the following question. “Will the Bank follow the lead of others and introduce cashless branches?”

Jacquie Hey: Thank you and I can see by the number of questions we’ve had come in, in advance on this that it is a very big issue for customers. So firstly, let me thank you all for your questions on this issue and just start by alleviating any fears here today by saying that Bendigo Bank has no plans to phase out cash across our branches. So, you can be assured of that. Having said this, we do notice, as the original question stated that some businesses are going ‘no cash’. That’s of course up to them to do, but we will keep a close and evolving watch on this and customer’s reaction to that as we go forward. Probably worth saying, and Marnie mentioned, that we have Australia’s fourth largest branch network, so we are very focused on those - the genuine, and those personal interactions – that take place there which are just as important to us, as they are to our customers. So hopefully I’ve alleviated the concerns of those shareholders about cash. Robert, next question?

Robert Musgrove: Certainly. Your next question comes from Janice Abbott who asks, “If as we are told there are more secure ways of banking, why are there so many scams.” We received five more questions on this topic from shareholders including Timothy Clifton, Stephen Cressy, and Megan McMeeken. The general sentiment from these shareholders can be best encapsulated by the following question. “What is the Bank doing about the increase in fraud and scam activity?”

Jacquie Hey: Thank you again, and Marnie did address this in her speech, and she addressed it in her speech because it is a very important part of what our customers are facing today and generally what people are facing in Australia. It’s affecting many of our customers and it’s affecting the industry more broadly and as she mentioned, for normal people, we don’t normally get involved in organised criminal activity but now it’s here and around us every day, whether that’s in energy, in telco or in banking. So, just in terms of specific questions, we obviously don’t talk about specific customers, so I won’t comment on those and I’m not sure anyone expected that but, a sort of general comment. The Bank, wherever we are at fault, we will reimburse customers. So, I can say that importantly and genuinely because that’s important. Marnie pointed out in her opening address, that we take cyber security very seriously and we use a combination of standard industry practices to protect customers and to safeguard our own systems. And I’ll repeat a little bit of what she said because this is a pretty important topic for everyone. We provide customers with very regular alerts about current scams targeting customers, we maintain a webpage with general tips and I feel sometimes people feel like we’re bombarding customers with information about how to keep their details safe, but it really is very important. We’ve recently announced blocks on high-risk cryptocurrency transactions because these are a very prevalent part to any scams or fraud activities, we’ve tightened transaction rules from earlier this year. And what this means is we’ve put a bit of friction into the system, or a little bit of delay there so there is a chance for the bank to step in if something looks unusual or customers contact us. We’ve launched new digital literacy education programs and we’ve actually launched some that are being run in our branches by our people because this sort of face-to-face education I think helps customers to learn better how to safely navigate digital banking. Marnie mentioned we’ve removed all links from SMS messages and doubled the size of our fraud prevention and response team so that’s been very important. Know that we will never ask you to transfer money to unknown sources, we will never ask you to download software or login via a link that is sent through email or SMS. If you are speaking to someone claiming to be from Bendigo Bank and you are in any way unsure, do what I do and whether it’s a bank or a telco or an energy or any other company, say thanks for the call, I’ll call you back. I hang up and look for the number directly and I call back. Our number is 1300 236 344, an important number that you can all put in your phonebooks if you like but otherwise look it up and just call them back because cyber fraud is complex, it’s growing, and it’s just such an ongoing challenge that everyday Australians shouldn’t be in the middle of organised criminal activities - but that’s the way the world is now, that’s unfortunately what’s happening. So, we will continue to work as a Bank and put in an amazing effort, and I really thank all of our people who work in this area. But we will continue to cooperate with government, with regulators, with industry, and of course consumers, to combat this organised criminal activity. Our security staff remain very vigilant obviously. They work with Australian cybersecurity agencies, intelligence agencies, and technology partners to make sure we can detect any malicious or abnormal behaviour. So, I’ve spent a bit of time on that one but that is because I think it is an important one given the world we live in these days. So, Robert, perhaps onto the next question.

Robert Musgrove: Your next question comes from Mary Boyes, who asks “Is Bendigo and Adelaide Bank prepared to commit to retaining branch offices where possible and providing services to customers that the 4 Pillar banks neglect?”. We also received five similar questions from shareholders including William Hort, Phillipa Fletcher, Denise Carter, and Raymond Fitzgerald. The general sentiment from these shareholders can be best encapsulated by the following question. “What are the Bank’s plans for its regional branch network, particularly in regional Australia?”

Jacquie Hey: Thank you again to our many engaged shareholders who have submitted questions on this one. I’m not surprised. It is part of our DNA so I’m really pleased we get a question on this every year - so I’m sure that will continue. Just to reiterate a few things, so I’ve talked about we do have Australia’s fourth largest branch network, perhaps a more interesting way to look at it is that we operate more branches per customer than any of the majors because our physical network is very important to us and important to our strategy and Marnie covered that in her speech as well. So, whilst we don’t know exactly what the optimal number of branches is, we do know more customers are choosing to do their banking online and via other means, so we have to carefully balance on behalf of our shareholders, our ongoing investment in both our physical and digital infrastructure. So, we have to carefully consider when and if we get to the point of closing any branch or agency.... and that’s usually only ever a last resort. In circumstances where we do that, and sometimes we have to, I acknowledge absolutely, this creates some difficulty for some customers and perhaps a lot of difficulty for some customers and we work with our customers to minimise the inconvenience and to provide them alternatives as much as we can. So, we do still have just over 50 percent of our branches in regional and remote areas and close to 50 percent of our people live in these regions. So, they understand. We have a terrific understanding within the Bank about what it means to be living in these regions. So, our branch network is critical to us, it helps us achieve our purpose, and it remains a very important part of our strategy. You might have heard of a few things that have been going on this year. We’ve had a Senate Committee Inquiry into Branch Closures in Regional areas which we participated in, and we are working with the recommendations of the Regional Banking Taskforce, which we were represented on as well. So, we know we need to be on your phone, on your computer, we know we need to be physically there somewhere close to you in a geographical region and we know we need to be available via your broker so we will continue to try and do all of that and to try and balance that as best we can. We’re doing it all today, and we’ll continue to do that whilst balancing the best use of shareholders’ funds. Robert, we might just hold on taking a few more pre submitted questions and go to questions from here in the audience and we’ll sort of rotate around between the audience, online questions, and pre-submitted questions to make sure everyone gets a chance. So, in-person questions?

Colin Brady: Jacquie our first in-person question is from Eric Pascoe.

Question: Eric Pascoe: Good morning, Madam Chair. I’m a proxy holder representing the Australian Shareholders Association. We hold 2.27 million proxy votes and represent around 305 shareholders. Jacqueline, I would like to begin by thanking you for the way you’ve engaged with the Australian Shareholders Association in your time as Chair. We think your personal qualities that you’ve brought to your role are just exceptional. And we wish you very well for the future. Thank you. Ms Hey, the Bendigo and Adelaide Bank is sitting on a very large franking credit balance, some $683 million worth, which is of no value to the company, that is - it isn’t an asset, it’s just a figure sitting in your books. However, franking credits can be very beneficial in the hands of shareholders. Is the Bank considering, or will the bank consider innovative ways to distribute the large franking credit balance to shareholders? Such action would be very supportive of the share price, benefiting shareholders of course, but also benefiting the bank.

Jacquie Hey: Thank you very much Eric and thank you very much for your kind words. In terms of the franking credits, yes, we do have a large balance there. It’s a good thing to have, obviously, because we feel very comfortable that we can continue to fully frank dividends going forward. In terms of innovatively getting them off our balance sheet, obviously within the bounds of the legals, we will be looking at every possibility that we can do because we’re aware that they’re of value to shareholders. And they are of value to shareholders to give you some confidence that fully franked shares are something that you can expect from Bendigo going forward. And they are something that we are conscious they’re sitting on our balance sheet, and we’ll do the best that we can do to get as many of them out to shareholders as possible. But unfortunately.... we can’t just kind of, give them away. I know you’ve raised this issue before and I know our CFO, Andrew Morgan might have talked to you at that time if you remember who answered the question. So it is on our radar, it is something we’re thinking about, and it is something we will continue to give our intellectual thought as to how we can use those for the best use of all shareholders.

Collin Brady: Jacquie, our next question is from Craig Caulfield.

Question: Craig Caulfield: Good morning, Chairman, good morning to the Directors, and good morning to all shareholders. I would like to wish you well, Ms Hey with your future and thank you for your work and I would also like to welcome David Foster in. He’s got very extensive experience and particularly as a previous CEO of Suncorp. I did want to talk a little bit about the Suncorp and ANZ issue and ask some questions about the merger there and I note that the ACCC said no, the regulator said no to the merger and ANZ is challenging the regulator. The regulator in their notes, that and talks favourably about Bendigo and I’ve seen in the media that Bendigo was interested in a merger. Are you still interested in a merger, and would you still be prepared to do that now given that there is this tribunal hearing coming up towards the end of the year?

Jacquie Hey: Thank you very much for your question. As we said, I think it might have been at this meeting last year, we normally don’t comment on mergers and acquisition activities that are on foot but given this one was so public then, we did talk last year about that we had an interest in talking to Suncorp.... we weren’t able to talk to them, so therefore it was hard to pursue that interest to the point where we could really understand if it was good for the shareholders of Bendigo and Adelaide Bank. I acknowledge that ANZ and Suncorp have decided to continue to appeal the ACCC outcome and that process is in place so I think we just need to let that play out now and see where that lands and in the meantime, be focusing as much as ever on our own organic strategy, which is something where there is always more to do, Marnie talked about the many things we are doing. There’s always more to do and for the moment, that will have to be our focus.

Question: Craig Caulfield: Just to follow up on this. On this tribunal process, are you making a contribution? Are you contributing to that tribunal process or is that a closed process?

Jacquie Hey: We’ve contributed all the way along, any time to ACCC has asked us - and we’ll continue to do that.

Question: Craig Caulfield: So, are you allowed to contribute to the tribunal coming up, which is different to the ACCC?

Jacquie Hey: The tribunal, if they ask us, we will contribute to. All of the documentation has been available, Marnie, there must be hundreds and hundreds if not thousands of pages of documents they’ve asked for and they have it all available to them to consider as part of the process. Is there anymore, Marnie – to add there?

Marnie Baker: No, there’s a process that’s underway and we just need to let that process take its course.

Jacquie Hey: So, thank you for your question. I should have said just to make sure that we get through, Colin did mention try not to give your second question because we are trying to just cycle people through. By all means, come back again, but let’s try and do one unique question at a time and then let someone else have a go. But thank you.

Colin Brady: Jacquie, your next question is from Rita Mazalevskis.

Question: Rita Mazalevskis: Good morning, Chair and Board. It's nice to be back here in Bendigo again. I just want to go back before we get away from this too much, just regarding fraud risk. Given that its accountability under the Board. Under the Annual Report where it states business uncertainties and fraud risk, it says the Group is exposed to the risk of fraud, both internal and external, including fraudulent applications for loans. The Group also runs the risk that staff, contractors, and external providers misconduct could occur. For instance, fraudulent conduct can also arise from external parties seeking to access the Group’s systems and customer accounts. All actual or alleged fraud is investigated under the authority of the Group’s financial crimes unit. Now just in regard to, my time attending the AGMs, since 2019 when the Chairman was Robert Johanson, who I note is in the room, so hello to him, which has been raised with the Board since including yourself Chair and CEO and other executives. The Bank has been advised of fraudulent lending, which has not been dealt with by Bendigo’s own financial crime unit and remains outstanding albeit, customers have provided evidence directly to the bank, so my question is, why isn’t the Bank’s internal dispute resolution process as required by ASIC under RG271 not fit for purpose for such circumstances where the evidence has been provided and the Bank seeks to extend investigations externally instead of not spending shareholder money and solving it in house because they have all the evidence they need.

Jacquie Hey: So, thank you for your question, there’s quite a lot in that so I’ll see how I go addressing it all, but the first part was, I think, referencing some part of our Annual Report - where we cover all of the risks - and obviously, in writing that, we need to think about every possible risk we can think of, and make sure we’re fully transparent about them. So, in reading it out, I don’t want you to think we think all those risks exist in there today, we just have to be aware of all of them and make sure we’re protecting for all of them. So that’s the first part. The second part is around our internal dispute resolution and if a particular customer has a dispute in terms of fraud or any other reason. So, our internal dispute resolution works within the Bank according to its processes and that will start with our first line, in other words, the customer facing staff. If it can’t be resolved there, it will certainly go on to our Customer Advocate Office which is an independent group internally, and we will aim to resolve it internally wherever we can and that will be based on the evidence that we can see. There is always an opportunity for customers, if they’re not happy with that outcome to go externally and AFCA is usually the next, the Australian Financial Complaints Authority, is the next place to go and if customers wish to go there, of course we participate fully in AFCA. So, I think our internal dispute process does work. It doesn’t always get the answer that every customer wants and therefore there needs to be external avenues for them to follow that up. Thank you for your question. Next question, Colin.

Colin Brady: Jacquie, your next question is from Rex Mackenzie.

Question: Rex Mackenzie: Madam Chair, my first question is about understanding banking for a customer. It’s age related somewhat. I’m pleased to see that the proportion of younger customers of the bank is increasing but some of the older customers are still here, so my first question is very simple. What’s a hyperlink? And…

Jacquie Hey: That is a really good question…keep going.

Rex Mackenzie: And the second question regards Queensland and the Bank’s expansion in Queensland the recognition by Queenslanders of the Bendigo Bank. Are we expanding in Queensland by natural growth, it’s an area of very high economic activity, are we getting our fair share?

Jacquie Hey: Thank you very much for that question and the first question about what is a hyperlink is an unbelievably good question because when you deal with this every day, you make an assumption that everyone knows and it’s absolutely not the case that everyone knows so thank you for asking that because I suspect you’ve asked it on behalf of many other people that have the same question. So, a hyperlink, is anytime you get an SMS, on your phone, a text SMS for anyone or you get an email and in that email is like a web address that is often underlined, and it says click here. And the clicking here, that’s called the hyperlink and when you click here, you should go to an approved place, being the Bendigo Bank, although we don’t send them anymore. You should go to an approved place but that’s where the scammers and the fraudsters come in. It’s where they have a link that might look at first glance genuine, but you click it and you go who knows where, so the reason why the Bendigo Bank is not putting in any hyperlinks or any other links for you to click on now is we just because we need you to distrust anything that has an underline on it and says click here. So hopefully that gives you a bit more flavour and thank you for asking that question. It’s a really good one. The second question about Queensland, I’ll get David to make a comment in a minute, but in terms of our growth, if you go back in history with Bendigo and Adelaide Bank, we started here in Bendigo and we expanded through Victoria, we’re very strong with the Adelaide Bank acquisition in South Australia, we’ve got good coverage in Western Australia and Tasmania and we’ve been having good growth in both New South Wales and in Queensland, so we are growing everywhere and we are a nationwide bank. Queensland itself is a terrific opportunity. David spent many years living there and working there anything you would like to add on the great opportunity we have in Queensland?

David Foster: Probably only a couple of things. You’re absolutely right, the growth in the economy and internal population growth and so forth is very strong in Queensland. It’s fortunately very consistent with Bendigo’s strategy, a large proportion of the population is based in regional areas, not necessarily just in the CBD or Brisbane centrally. Certainly there’s good representation a bit like our broader footprint in those regional areas and good growth and certainly from being a local competitor at one point, although a while ago in Queensland, Bendigo were always a strong competitor for particular customers, particularly in the regional areas and in fact I met one of the managers who was from the Community Bank at Paradise Point Branch which is at the Gold Coast which is the branch where I used to be Branch Manager at Westpac many moons ago which is no longer there but the Bendigo Branch is actually in my old office at the Gold Coast so that was quite interesting. But a good competitor and certainly plenty of opportunity to continue to grow.

Marnie Baker: I might just Jacquie, I’ll just add to, that through our acquisition of First Australian Building Society back in 2001/02 is when we got a real footprint into Queensland and that particular point in time, that bought on another 60 branches onto our network and we’re sitting roughly around that level now, within the network.

Jacquie Hey: Thank you for your question on behalf of the Bank and all Queenslanders. We might take one more question Colin and then I’ll see if we have any coming in online.

Colin Brady: Jacquie, the next question is from Grant Goodwin.

Question: Grant Goodwin: Thank you Madam Chair. More than anything, this is probably an operational question and if you could, I only have a couple of questions and they are only short ones. When becoming aware of a dispute ‘in our reasonable opinion’, this is 16A of your terms and conditions, how would you formulate a reasonable opinion?

Jacquie Hey: I might ask Marnie to cover that or maybe we talk to you offline but clearly, we have to be reasonable so then that’s what is the definition of reasonable? It’s a hard one for me to answer because it depends on the unique circumstances of the contention or of what’s required. But reasonable would have a legal meaning which our lawyers would be able to talk to you about but more importantly I think for Bendigo Bank, it would have a practical meaning of being reasonable, of listening and of working through with a customer whatever dispute there is. So, it’s a little hard to answer specifically and I don’t want to answer it legally because that’s not the first way we approach it. We approach it by asking practically what is the issue with the customer and how do we work through to a resolution. Marnie does that cover it?

Marnie Baker: Yep

Grant Goodwin: I take on board what you’re saying and of course it would be fair to say that a reasonable opinion should be formulated by talking to all parties, I think that would be fair wouldn’t it, yeah?

Jacquie Hey: Correct.

Grant Goodwin: Now the second question is, if a customer, which is of course, myself and you write a letter to the CEO, would it be fair to say you ought to get a reply?

Jacquie Hey: I think if you write a letter to the CEO, I would have thought you would get some sort of a reply. So, you’re probably about to tell me that you didn’t get reply.

Grant Goodwin: Absolutely.

Jacquie Hey: Okay, in which case, one I apologise.

Grant Goodwin: Not much good of that at this point in time.

Marnie Baker: I will apologise if I haven’t replied because I do, if I can’t reply in person, I make sure someone in my team to make sure they do make contact with every single correspondence that I receive. So, I do apologise if you haven’t received a reply at all and I’m very happy to have a conversation at the end of this meeting and we’ll look into what’s happened there.

Jacquie Hey: We do have some customer service representatives here who are here specifically to take on any issues that customers have to happy to introduce you to those. Because you deserve a reply.

Grant Goodwin: Indeed, I would appreciate that because I’ve got quite a list here that we’d be here all day if we went through it.

Jacquie Hey: Maybe we should introduce you to them and they can sit down with you afterwards.

Grant Goodwin: Indeed, so Madam Chair. And further to that and the last question is if an email was sent to an executive director would it be, is it proper for him to answer that email or once again reject it?

Jacquie Hey: If it’s sent to a director, as in myself or any of the other directors, we’ll normally forward it onto Marnie’s office to make sure there’s a reply because whilst we’re responsible for the governance of the organisation, we usually don’t get involved in the individual customer issues, we make sure that management will give a response. So again, apologies you didn’t get one.

Marnie Baker: And I would encourage too, because sometimes we do have issues with emails as everyone knows if an email isn’t typed in correctly, or is not quite right, it won’t actually get to anyone so I do encourage people to use the emails that are actually on our website, which you can actually make sure the get to the organisation, will get to the intended person within the organisation.

Grant Goodwin: Thank you Madam Chair.

Jacquie Hey: Thank you. Robert, I might just go back to you to check whether any online questions have come through to give those people a quick chance and then I’ll cycle back through pre submitted and in person again.

Robert Musgrove: Thanks Jacquie, at this stage there are no further written or audio questions for this part of the meeting.

Jacquie Hey: Okay, well we might go to a couple of, I see someone standing there so let’s do one more in person and then I’ll go to some of the pre submitted ones again.

Colin Brady: Jacquie, we have a question from Frederick Cornelius.

Question Frederick Cornelius: Good morning, yes, my thing is that Bendigo Bank seems to be pushing us to do a lot of banking online. It gets very onerous for me at my age to go in and do internet banking. And as Marnie has touched on the fact that you’re increasing your security, you are aware of the scams that are going on and on and on. This makes it very onerous for people like me because I’m not very comfortable doing internet banking and besides, while I’m not dumb, I still find it very onerous using smartphones and all this other stuff and the more you go on, the more passwords you’ve got to remember and I mean, we’ll get into a state where you’ll need a password to go to the toilet the way things are going on. But to get back to that, now the other thing I have is you have been investing in online and you’re closing down branches. Now I come from Essendon, and I’ve come all the way up from there. I have two branches that I had access through by public transport because after a while, when we get to a certain age, through no fault of our own, we lose the use of our own vehicles. We are condemned to public transport. You’ve closed two branches that were easily accessible via public transport, that’s in Moonee Ponds and Niddrie and you’ve left two branches open that are relatively difficult to get to on public transport and it’s making it very onerous for people like me. So when you do these things, can you factor in the fact that there are people my age, we may not be around long enough, but for a little while we are around enough, so give us a go because we’re happy to support you and we enjoy the efforts that you give us.

Jacquie Hey: Thank you very much Frederick and I recognise all of those things. Online banking and smart phone banking, its nothing to do with intelligence there, it’s that kids are bought up doing this and for people my age and your age, we’re learning it later in life and it is very, it can be very difficult. So that’s why we still have a very strong focus on our physical branch network, as I covered. I understand that sometimes it gets to where certain individuals and important customers are not able to get to a branch as easily as they once could. And I apologise for that. We take many things into account when we do decide to close a branch and it’s never an easy decision for us. We do think about public transport, but I guess we don’t really know where everyone lives or where they are coming from so if we’ve made it harder for you, I really apologise. Again, I’m really happy to pair you up with someone after the meeting to see if there’s a better option for you. So very happy to do that and let’s see because we appreciate your support, we appreciate the fact that you have obviously supported us for some time, and we really want to do the best by you so let’s see how we can help you after the meeting. Thank you, Robert. I might just go back to any other pre-submitted questions. I know lots did come in so let's keep going with those and Collin then I’ll come back to some in person ones.

Robert Musgrove: Certainly Jacquie. Your next question comes from Heather Sperling, who asks “The share price does not tend to increase as other bank’s share prices do – why not? And what is being done to rectify this?”. We also received four other questions on this topic from shareholders including William Hort, Terrence Stacpoole, Martin Holden, and Martin Schaut. The general sentiment from these shareholders can be best encapsulated by the following question. “What is the Bank’s strategy to drive improvement in the share price?”

Jacquie Hey: Thank you and totally important question for shareholders so I get why this one has come in and thank you for it. So as both I think Marnie and I both spoke about in our opening statements, our overarching strategy remains in place, so we’re doing what we must do to deliver our key strategic imperatives, to get our transformation going, and to invest in capabilities across the organisation particularly in digital, data and risk as we’ve talked about. So, we need to continue to build the bank of the future whilst servicing customers today and we’ve got to be able to continue to strengthen our position as a genuine and as compelling alternative to some of the larger incumbents. So, whilst we do all that, we’re doing that so we can continue to maintain our momentum in returns for our shareholders because you give us the capital to manage the business and we’ll do that by managing our costs, by generating sustainable returns on our assets and by hopefully continuing to attract customers using our very unique proposition. So, we do attract customers, we are continuing to grow and our disciplined approach to that growth is driving profitable growth in the markets in which we do compete and where we are targeting. We are four years now into our strategy Marnie first presented in 2019 and I think there’s been some really good outcomes in terms of improved returns due to that transformation agenda. So, Marnie did cover a few of these, but let me cover them again. Or maybe you didn’t cover them. Since July 2019, which is when we put the strategy in place, so I think sometimes it’s worth thinking back a few years. So, in July 2019 to now, we’ve improved our earnings per share have come from 85 cents to 102.1 cents, our Return on Equity has moved from 7.55 percent to 8.62 percent and our balance sheet which is important to any bank remains strong with our CET1 earnings have improved from 8.92 percent to 11.25 percent. So, they are all key, important factors. The other key, important factor for shareholders is of course the share price. And whilst we don’t get to control that, we do get to control what we do that hopefully then benefits on that. Over the 12 months to October 5, 2023, which was the last time I looked at the comparison Bendigo and Adelaide Bank’s share price had outperformed all of our peers, so we’re up 7.6%. And that, I think is really important. A couple of the majors were up a couple of per cent, the other majors and BOQ were down over the last 12 months. So, it does vary, as I say, we don’t control share price, we control our strategy, our organic growth, and the activities that we do. And whilst we are pleased with our progress, I don’t want you to think for a minute to think there’s not always more that we need to do, will do, and should do. But thank you again for that question as I know the share price is absolutely key to all investors. Robert, any more pre submitted questions? I think there was a few.

Robert Musgrove: There are, certainly Jacquie. Your next question comes from shareholder Lynette Baxendale, who asks “Why did BEN Board feel the need to enter public debate for The Voice. Companies I invest in I feel should adhere to their business and not offer opinions on social/political issues.” We received four other questions about The Voice from shareholders including Lyle Geyer, Shirley Knight and Ronald Cutler.

Jacquie Hey: Look, thank you everyone for your questions on this, and I know it’s a topical one. We don’t participate in political issues, but we will participate in policy issues and we’re an ASX100 company whose purpose is to feed into prosperity of communities across the country. And that has been something that has been key and genuine to us for as many years as I’ve been involved and perhaps for as long as the bank has existed. So, we will, from time to time, when we feel it’s appropriate, where it is genuinely aligned to our purpose, take a position on issues of national importance, in particular as I say, where its core to purpose of our organisation. These decisions are not made lightly, and we of course ensure appropriate governance is in place to guide decision making. We totally note and respect the final result from the referendum. But we started with confirming our commitment to our Reflect Reconciliation Action Plan, and the Reflect Reconciliation Action Plan is about reflecting, it’s about listening, it’s about learning and it’s about making your own opinions and educating yourself. It’s available on our website to look at it but that guided our approach to reconciliation across the Bank and we focused on listening and learning. We did not contribute financially to either side of the debate but what we did do is to make sure we made resources available to educate our own people more fully on indigenous issues, so they could be fully informed in making whatever decision they wanted to make from a perspective of their voting intentions. Irrespective of their own voting intentions. So, we will continue to focus on our implementation of the RAP going forward and we thank you very much for that question. Next question, Robert and then I’ll come back to in person.

Robert Musgrove: Certainly Jacquie. Your next question is from Luigi Bucello, shareholder, who asks “Why are you phasing out cheque books where there are a lot of elderly people still using and require them. That is, a tradie comes, get the cheque book out and pay them. No internet banking and job done everybody happy.” We received two other questions about the phasing out of cheques from shareholders Nola McDonald, Patricia Anne Sarah, Peter McLoughlin and Norma McLoughlin that can be best summarised by the following question. “What is the Bank’s plan for the phasing out of cheques and how will you support customers who rely on them?”

Jacquie Hey: Look, thank you for these questions. I gave you a very clear reassurance on cash, I can’t quite do that on cheques. As you may know, the popularity of the chequing system has been in significant decline for a number of years and the reason I can’t give you long term assurance on cheques is that the Federal Government has actually announced the cheque system in Australia will wind down no later than 2030. So that’s something they have announced, and as a Bank we have a large number of customers from regional and rural areas who rely on cheques so we will continue to work with the Government and the ABA and of course, with our customers as we work on the transition of this in the coming years. So given this Federal Government announcement, what I can say, and I reassure you all today, that we are giving a lot of thought about how we can best do this, and particularly how we support elderly and vulnerable customers and customers in regional and rural and remote areas who have and can have very limited internet access, about what help we can give them as we transition out of this. As you know, Marnie has a rural background, and she knows how much certain customer groups rely on cheques as do many of our people working in the bank. So, rest assured we’ll work as hard as we can to make this transition as smooth as it can be. We might now pause on pre submitted questions and go back to the floor, so Collin…

Collin Brady: Jacquie, our next question from the floor is from Milton Wilde.

Question: Milton Wilde: Jacquie, sorry to see you go and thank you for the work you’ve put in to date. We wish you well on your next endeavour at Qantas. My question I guess is directed to the entire board, but particularly to Mr Foster who is taking your role. The decision of the board to work towards reconciliation is fantastic. But I am concerned that you’re wanting to reconcile with my fellow indigenous people but you’re not willing to reconcile with your own customers. That said, going back to I guess, to 2018, Mr Johansen, made a commitment in an interview with the ABC that he would endeavour to look into my situation with Bendigo Bank. And of course, the following year he resigned, and nothing has happened. In December of 2019, I met with you, Marnie Baker our then Assistant Treasurer and commitment was made by you and Marnie in the presence of the Treasurer and that meeting, which was recorded, and it’s now taken four years, and nothing has happened because Mr Will Conlan has decided to delay ...

Jacquie Hey: Can I ask you to talk about the Bank, not about individuals.

Question: Milton Wilde: The Bank has decided to delay and again frustrate that process, and nothing has again happened. My question is to Mr Foster, you’re now stepping in a role to replace Jacquie, you’re going to take responsible to the commitments that she and Marnie have made in the past. How do you actually endeavour to actually resolve those issues?

Jacquie Hey: So, thank you for your question. I will take that as Chair of the meeting. So, I’m not going to talk about your individual case, but you are, as you mentioned, well engaged with our senior executives and myself and we have worked through, as best we can, the issues that we have with you. So more than that – I can’t say anymore because I don’t want to talk about your individual case, and I won’t do that. More than happy for you that you engage with us again at the end of this meeting. But Milton, we’ve had those discussions and as I discussed earlier, we have our internal dispute resolution, we have our external dispute resolution and in working through those, we’ll work through those as best we can. We understand that it doesn’t always end up in a position where everyone is happy but I’m not going to talk about your individual case now.

Question: Milton Wilde: But there has been no response.

Jacquie Hey: I have to disagree with you that there’s been no response. And we’ll leave it at that. I just have to disagree with you on behalf of shareholders as there have been responses and I’m very aware that you’re not happy with the outcome and let’s leave it at that. Milton, thank you – it’s an individual case. Collin, is there any more questions?

Collin Brady: Another question from Craig Caulfield, Jacquie.

Question: Craig Caulfield: I just wanted to talk about scams a little bit. It’s something that comes up regularly, it’s something that everyone is concerned with. You would be aware I’m a founder of Bank Warriors, I’m here with my two colleagues, Selwyn Krepp and Rita Mazalevskis and I’m also an advisor to bank reform now we have more than 15,000 members and followers so I’m just not speaking for myself but the other shareholders in the room and the ones you are talking to reiterate the same. I bank with ANZ, I made a transfer online one month ago and made the payment on my mobile phone and on the ANZ app it said, we do not match account names to account numbers, and should anything go wrong, the liability is with you. I’ve been to the Commonwealth Bank Annual General Meeting, and they have protections in this area, and I understand Westpac and NAB do. Does Bendigo match account names and numbers?

Jacquie Hey: Thank you for that. I’m going to ask Marnie to comment in a minute. But I was actually also listening to the CBA AGM and heard your question there and I heard them answer that they will make that available to the industry - so that was very encouraging. Marnie might have more details exactly about when and how, but that was very encouraging they would do that. As we’ve both talked about, scams and frauds are a cross-industry issue and it’s more than just the banking industry, as I’ve talked about. So, we’re very, very focused as an industry on supporting each other through this, because in doing that, we’re supporting all customers and that’s really, really important. Marnie anything more to add there?

Marnie Baker: Yes, just in relation from an industry perspective, we talk a lot about the competition in the banking industry - and that’s right, but this is one area where the banks don’t compete on. We’re all working together as an industry to make sure we’re working against this criminal activity. So, there are a lot of things that are being developed across the industry within individual banks, including our own and we share that knowledge across the sector - and like Jacquie said, with the CBA and what they’ve been doing – are making that available to the rest of the industry as well, the same as we in our conversations also ensure that we are providing any assistance that we can to other banks as well. So, you know, this is... it’s criminal activity. Jacquie has spoken quite a lot about this and whatever we can do, not only as a banking industry, but I talk about it as an ecosystem which brings in, you know, social media platforms, it brings in telecommunications, anyone that is unfortunately being brought into being a party to, or part of the process of any criminal activity that occurs. We’re all working together – including the Government. And there have been a lot of inroads over the past 12 months within our own organisation and more broadly across the industry... and there’ll be more to be done, because we don’t see this going away and you know, we’re working really, really hard to ensure that we continue to protect the information and money of our customers.

Jacquie Hey: And thank you as well for the work that your organisation does, because this as Marnie says is multidimensional and so the more that people are talking about it, the more they are aware of it, the more they will have that kind of, unfortunately, non-trusting view of some of the things they are getting and that’s, you know, it’s everywhere that we need to be attacking this, so thank you very much for your organisation’s work on that in helping educate people. We’ve got one more question.

Collin Brady: Question from Rita Mazalevskis, Jacquie.

Question: Rita Mazalevskis: Just in regard to cyber-crimes and what we’ve been talking about. In regard to data breaches. If the bank has a data breach that has caused or is likely to cause serious harm, organisations are required to notify the affected individual and the commissioner of the Office of the Australian Information Commissioner through notifiable data breaches under the Privacy Act. Also, under the European Union, General Data Protection Regulation, Australian businesses are required to report data breaches. So, I wanted to find out: Has the bank had to report any data breaches through either of those formal avenues through their obligations? And in an extension to that with the spending on IT systems, there's no way you can guarantee protection of data 100%. So, what increases to IT systems are happening? And how frequently are these systems being upgraded and monitored under the Board's risk framework, to give customers comfort that their data is being protected as much as possible?

Jacquie Hey: Yes, again, another very topical question and a very topical area. So, the way from a Board perspective we look at it is that we have a number of committees. The Board Risk Committee owns cyber data and every other risk, but we actually discuss it every Board meeting as well, because it is such a big issue for the world at the moment. So, from a Board perspective, we're very commonly talking about it, investigating it, interrogating the investment that we make in these areas, the resources that we have, the skills that they have, the work that we do with other banks within the industry and other parties outside the industry, because we’ve talked about it a bit now, it’s a multi-dimensional approach. So, data comes into the same category as cyber. It's, it's really that data protection is really as important as is cyber protection. So, the Board manages that directly through the Board Risk Committee and obviously, from a management perspective, we have a number of executives who are responsible for that on an ongoing basis. And we're certainly well aware of all of our privacy obligations, and our notification obligations. So, we take those very seriously. I'm not sure what more I can say in terms of what we do, because we cover so many different things these days in terms of being able to protect our IT systems, our customer’s data - everything, every interaction that we have, needs a level of protection. And we focus, industry wide, our focus is on various different elements, from overall protection down to individual protection of our most valuable systems, which of course is our customer data. So, it's a huge issue. It's a big issue. And one of the big things we do with the Board is to make sure we're investing appropriately and working appropriately as an organization. So, thank you for your question.

Question: Rita Mazalevskis: So, has there been any data breaches recorded in the last say, 24 months?

Jacquie Hey: No, nothing, no big serious ones, obviously, we would have heard about them, Marnie?

Marnie Baker: I think it's worth recognising that the legislation and so forth, that’s in place, the agencies that are in place, you know, when you refer to privacy, you know, et cetera, if we were to... if something was to happen in a physical form, and a document that had information, confidential information on that..., I don't know, say, a cleaner picked it up and someone got access to it that shouldn't, have - those sorts of things. Yes, they need to be disclosed. And not only to the customers, and the first point must always be to your customer, because you need to ensure that they are aware of where their information may have been at any point in time if it has got into the wrong hands. But also, too like I said to those agencies or those bodies as well. So, this is something that's not new to the organization, it feels like it's on steroids a bit now, just given the cyber nature and the digital nature of things. But this is something that's always been in place, and you know, it's the right thing to do. If for some reason, we haven't handled someone's information correctly, then we would always let our customers know about that.

Jacquie Hey: So, from a Board perspective, just to say, in terms of a major data breach, of course, you would be aware of it. From our perspective, we look through a whole lot of data that talks about ‘near misses’. As Marnie said, I think we had something stolen from someone's car at one point. So, we get down to that detail, as well as obviously at the bigger details some things we've heard about. Okay do we have another question there and then I'll go back to submitted two questions?

Colin Brady: Jacquie, we have another two questions. Question:

Question: Milton Wilde: Jacquie are you looking at taking over Suncorp. Is the Board aware of the Hansard records of 2013 from a then MP Dr Alex Douglas. And if not, can I suggest they look into that?

Jacquie Hey: So, thank you. We will. But can I just say that, given we didn’t engage with Suncorp we are not at a position of saying we were ready to take them over. We were at a position where we said we would like to have engaged. So given the process is ongoing, we’ll let that process go, see what the outcome is and then determine where we go from there. But again, we will focus on our organic strategy hard in the meantime, as we should. Thank you.

Colin Brady: And another question, Jacquie, from Grant Goodwin.

Question: Grant Goodwin: Thank you Madam Chair. It’s just more so an operational one but in your branches, and certainly the one in Devonport Tasmania. You’ve got a slogan saying, “we’ve got your back, because you’ve got ours”. Are those just weasel words or do you actually formulate that at the Board, or does the CEO take care of that sort of thing - or is it just up on the board for people to feel good?

Jacquie Hey: So, they would definitely not be “weasel words”. We don’t, at the Board, decide what’s on each branch wall. So, that’s clear. But I would imagine that those words have come from the people in the branch, or working with the branches, who are usually very, I don’t know your branch particularly, but usually very, very genuine people who are engaged in the local community and interested in the local community. So, I would imagine they would come consistent with who we are as a company and have been for many years, from a place of genuineness. If you didn’t like the particular words, I get that – some slogans work better with some people than with others, but they would have come from a place of genuineness, I’m quite sure.

Question: Grant Goodwin: So, they don’t come from the actual Board?

Jacquie Hey: They’re not the kind of things that we pay attention to, but we make sure we have genuine people in our branches and that they would have come from them, for sure. So, Robert, I know we have some previously submitted questions, so let’s keep going through those.

Robert Musgrove: Thank you Jacquie. Your next question is from William Collier, shareholder, who asks “Why has the Bank closed agencies around Bendigo, including Golden Square? This is not providing for the elderly”. We also received a similar question from shareholders John Payne and Frank Barnes. Their sentiment can be best encapsulated by the following question. “Why has the Bank closed several agencies this year and will there be more agency closures in future?”

Jacquie Hey: Look, thank you. I know agency closures have been a particular topic of interest so I clearly understood we might get a question on this. So, I think it’s important for me to just say that our agencies differ quite substantially to branches, just for those who are not aware. They offer a limited range of services and they’re usually offered to customers in locations where there is not enough demand to sustain a branch. We understand and we’ve been acutely aware, as Marnie particularly has, but all of us have as a Board, that in closing agencies, some people are very affected by that. In some cases, it happens because the principal sells the business, it might be that the principal chooses not to do this anymore because there is an investment by them, or it might be new owners choosing not to take up the responsibility because they do have to do staff training and compliance commitments, of course. So, where we have had to close agencies, we have worked with the impacted communities to try and ensure the transition is as smooth as possible, and I acknowledge that absolutely not everyone is supportive of the change. I’ve talked before about balancing between our shareholders, our customers and our communities and that balance is something that is ongoing and really is a big part of what our management team and our people focus on. So, we have spent some time visiting those impacted communities, I know, to discuss those closures and other options for customers such as Bank@Post, for example, through Australia Post which offer a similar and comparable range of services. Perhaps it’s also important to say that the agency model was developed decades ago. Marnie, maybe before your time and certainly before mine. And it was a long time before there were smart phones, internet banking, or Australia Post offering their Bank@Post services and even before ATMs. So, given the changes in customer behaviour, in recent times, our corporate agency model has absolutely come under commercial pressure - and there’s been a significant decline in the transaction numbers in them.... and so, we just, unfortunately can’t continue to support them in all areas. We do still have some, I’m not suggesting it’s the end of them, they’re often attached to our Community Banks and so they continue to operate. Robert, next question?

Robert Musgrove: Jacquie, your next question comes from David Parkes who asks, “When are you going to return the shareholder benefit of 0.25% on short term investments?” There was a similar question from shareholder Roslyn Clark.

Jacquie Hey: In relation to that, on short term investments there are no immediate plans to reinstate these benefits, so I don’t want to give you false hope. We continue to look at that, but what we look at is all shareholders and the returns to all shareholders versus a smaller group of shareholders getting a slightly different return or benefit. So, it’s something we’ll continue to look at, but it hasn’t been something we’ve offered for some time. But we’ll keep looking at it without giving you false hope that we’re making an immediate decision to change it. But thank you for the question, I understand why you ask, and I appreciate our shareholders who are also our customers, very, very much. Robert, any more questions pre-submitted or online?

Robert Musgrove: Jacquie, your next question comes from Denise Carter who asks, “6 months or so back, I transferred a large sum of money from Bendigo to another bank as Bendigo were not prepared to offer the same amount of interest. I thought what a funny way to run a bank by letting your customers take their money elsewhere.” A similar question about deposit pricing was also raised by shareholder Luigi Bucello.

Jacquie Hey: Thank you. Thank you to both those shareholders. In terms of the pricing of our term deposits, there are a number of factors involved, as you would imagine and the most important of those are our requirements for funding at any point in time. The pricing for deposits of a particular term length will often reflect our need to fulfill our lending of that same or a similar duration. So, you shouldn’t always assume that if you’ve checked at one point that the deposit pricing or the ranking in that, is the same, it varies greatly because the way that we do it is the same as all banks do it in kind of matching both parts of their balance sheets so, I’m sorry we couldn’t help you at that time, please look again next time it’s ready and you might find it different. We also obviously expect to balance the returns for all of our stakeholders and that includes our shareholders who expect an appropriate return on their investment. It includes our borrowers who expect an appropriate, competitive rate, and of course our depositors, who may be prioritising call or different at-call accounts. So, we aim to do that balance, and frankly, balancing our balance sheet is the core business of who we are as a bank, and we continue to do that. I can see we have another question there and I’m very happy to take another question from you Mr Caulfield, but if there are any other shareholders who feel like they need to have a chance to ask a question in person, please feel free to line up as well.

Colin Brady: A question from Craig Caulfield.

Question: Craig Caulfield: Thank you Madam Chair. National farm debt mediation is one of the remaining outstanding matters from the Hayne Royal Commission. Bendigo Bank with a with an excellent footprint in rural areas and supporting agriculture and farmers, this would be something very important. We've got a rag-tag of state-based schemes at the moment that aren't consistent, it's been recommended to be consistent. I've observed every bank including Bendigo Bank advocating for a national scheme, nothing's been done. It's very frustrating. It's going to benefit the banks to have one scheme instead of a range of schemes. It's going to benefit the farmers because some farmers have properties that straddle boundaries or have multiple properties across different areas. It's going to help Courts, it's going to help mediations, it's going to help all of these things. Um, particularly thinking of Marnie being the Deputy Chair at the ABA. What can you do to push this forward and advocate for this national scheme? And I recognize it seems to be the sticking point is to do with national legislation versus state-based legislation. But if this is something that both Liberal and Labor governments and the minor parties have said, yes, they'll bring in. And if it's something that all the banks have said, yes, they'll bring in, what can you do Marnie to escalate and rapidly increase this and let's get this thing going?

Jacquie Hey: Thank you for your question. I think you've summarized a frustrating situation very well. And I couldn't agree with you more. The national approach to many things would be helpful, both for customers and for the financial industry. I know Marnie uses her position as Deputy Chair of the ABA to push through many things. This is one of them. The other, the other many things she does is to make sure that competition is not forgotten to make sure that regional and rural Australia has not been forgotten but Marnie, is there any hope you can give Mr. Caulfield on this one other than that we will keep pushing? Because it is a sensible thing to do?

Marnie Baker: Craig, I'd love to give you a bit more hope. We'll continue. We'll continue to keep pushing that. It's, I think you're right, around the federated system that we have here in Australia and the state-based legislation, you see it in all forms trying to get national legislation. It is tough, tough to get that through, but that doesn't say that we’ve stopped trying.

Jacquie Hey: Thank you, Collin. We have more questions from the floor.

Collin Brady: I have a question here from Norm West:

Question: Norm West: Thank you. First of all, Chairman Jacquie, not, Madam Chairman. Best wishes for the future. And thank you on behalf of shareholders for being available, and very good humour, and taking the tough questions as best you can. So best wishes again. The question - it's for the auditor - the auditor has raised controls on financial reporting, because of appropriate or inappropriate user access, and unauthorised programs, and various other things. In a time of after COVID and working from home, it's changed the whole complex of a lot of businesses, and I don't think Bendigo’s any different. So, the question to the auditor, is what has the auditor done differently to pick up on these traditional problems with staff working from home?

Jacquie Hey: I might start with that, and then I'll hand over to Tim. And so, user access is an issue that is well focused on by many companies, because it is a first line of defence approach to protecting data or protecting our systems. So, it's a really important access. And we make sure that we internally through our first line, our second line risk area, and our third line internal audit area, focus on this quite consistently and cycle through it to make sure that it's as good as it can be. Our auditor also looks at this for us and they do this across companies because as you say, it's always been important. It's never been more important than it is now. So maybe Tim if you'd like to more broadly talk about this across industries?

Tim Dring: Thanks for your question. We spend a lot of time planning the audit and when we plan the audit, we consider a number of things that have changed and what has occurred and certainly through COVID there was a significant change in how the bank operated, and also how we conducted our audit processes. As the Chair has said, access controls are very critical to the audit process and the key systems we do test. So, we do test those to the point where we can rely on them. To the extent there are failures in some of those areas we do alternate testing to ensure we can place reliance on those systems. Thank you.

Jacquie Hey: Thank you very much. Hopefully that answers your question, Norm. Well, thank you for a good question. I'm conscious of time. And I know we have some more pre-submitted questions. So, I might do a last run through all questions in advance. So please, no sorry, not in advance. You're up there. Sorry. I mean, in person - tripping my words up here. Let's do a last run through questions in person. So, if there are any more, please line up. We'll go through those. I'll finish the questions in advance, and we'll move on to the next - we're only at point one, the next point of the meeting.

Colin Brady: The next question is from Rita, Jacquie.

Question: Rita Mazalevskis: Firstly, before asking this question I’ve flown here from Perth this morning early and I leave this evening to go back. I just want to know whether Marnie, you would be prepared to have a brief meeting after the AGM.

Marnie Baker: Hi, Rita. Good to see you again. I'm always prepared to, so more than happy to.

Question: Rita Mazalevskis: Can I just say when I opened the annual report every year, I've been asking you about securitization. And I've never been able to get a firm answer at the AGM and blow me down this annual report has got it plastered throughout. So, congratulations. It's about time there was disclosure of this issue. Very serious issue. I just want to get clarity from something on page 166 of the annual report, the annual financial report that is. It says the Group has exposure to a number of securitisation vehicles through residential mortgage-backed securities. And that securitization involves transferring assets into an entity that sells interest to investors through the issue of debt or equity notes, and the Group does not receive any residual income, and the Group does not act as the primary trust manager or servicer of any of its unconsolidated structured entities. So, what I would like to know is given that it talks about the transferring of assets, it doesn't actually say anything about the debt, slash, loan to the borrower. So, does this mean that the debt transferred with the asset to the different entity when it was transferred? Or was the debt sold on its own to another totally different entity?

Jacquie Hey: Marnie, did you want to take that now, or Andrew Morgan, our Chief Financial Officer and Marnie could have a chat to you afterwards? Because there's probably a bit of a detailed question to take here. But let's get our CFO and our CEO to explain that to you afterwards.

Question: Rita Mazalevskis: It's actually very simple. Did the debt go with the asset or didn't it?

Jacquie Hey: I don't have that paragraph in front of me. So, I'd rather let our CFO and our CEO answer that to you directly.

Question: Rita Mazalevskis: I’m sure the shareholders would like to know. It's a very simple question.

Marnie Baker: It depends on the securitization program itself, which is why we need to understand your particular situation. Because there's equitable assignment, there's actual assignment, etc. So, we do need to.... it's not a general question that I can just answer.

Question: Rita Mazalevskis: I’m referring to what the Bank says, not anything about me. It's just saying that it's where it involves transferring assets into an entity. So, when it transfers the asset, does the debt follow or doesn't it? It's either yes, or no?

Marnie Baker: The debt still needs to be repaid.

Question: Rita Mazalevskis: But does it follow the asset, or is it sold to a totally separate entity? It's still a Yes, or No?

Marnie Baker: It depends on the makeup of the securitisation trust.

Jacquie Hey: I don't want to be not transparent with you and I really appreciate the fact you've flown in from Perth for this meeting. But I do think this might be one where you, you should talk to our CFO and CEO and get the answer that you need. Because it sounds to me, like there's a bit of detail, and there's a bit of ‘it depends’ around exactly what we're talking about there.

Question: Rita Mazalevskis: It's just unfortunate you've gone to such lengths to lay it out beautifully in the annual report, if I must say. And like I said, I was totally shocked.... and that it's not clear, so we can’t get a straight answer.

Jacquie Hey: So, we aim to listen to feedback and do our best to respond to it. Obviously, if we're not talking about something, and it's important, we'll try to talk about it. Some things are very complex, and so it’s hard to put all the scenarios related to it in an annual report, it's a very important report. So, we're trying to be as transparent as we can it and to include as much as we can. But for anything very specific, and it depends on a number of things, I’d really rather our CFO and our CEO speak to you afterwards. But thank you. Okay, let's do a last question internally, in person - sorry.

Colin Brady: A question from Craig Caulfield Jacquie.

Question: Craig Caulfield: Thank you, Madam Chair, perhaps for the auditor or the audit committee. About year ago, I was at the ANZ AGM. And I raised the question. And the response from Mr. Elliott was artificial intelligence was being used, as it's coming in, and found two and a half thousand loans that were not compliant, whether they’re fraudulent - or something was wrong, that they might have approved that the artificial intelligence exposed. So, two and a half thousand loans from one bank in one year is a lot different. Are you using artificial intelligence? And I'm interested in the audits of the loan application files, the actual loan application files have come from the client to see how many of those are audited. I've been to some banks who say we don't audit any at all, we look at the system overlaying it to make sure that that's right. But there's no loan application files. You were watching the Commonwealth Bank AGM - I asked Mr Comyn there. And I said, you know, why don't you audit you know, 100, he said, we audit well over 100 loan application files. So, I've got two parts to the question. One is on are you using artificial intelligence and auditing the loan application files? How many actual files rather than just the structure above the audit?

Jacquie Hey: Thank you. So, in terms of artificial intelligence, and machine-based learning, that is something we’re starting to use, because it does allow an interrogation in your example of a much broader set of data. So again, I’ll ask our auditor to talk more generally about how audits are using technology more intelligently and more comprehensively to enable a better overview of the integrity of our financials, which is really important and the integrity of our customers. But it is artificial intelligence, machine-based learning technology has a lot of back-office potential and capability to assist everyone in this area. And we'll certainly use it from that perspective. We are also still wary of the security and the inherent bias and some other aspects in artificial intelligence. So, we're watching it quite carefully and using it quite carefully, noting that it has potential but Tim, do you want to answer this?

Tim Dring: Thank you. I might describe a couple of things on just how we do audit the loan process. So, statistically we do select a sample of loans, it’s quite a large sample of loans, right from application, fulfillment, and right through to disbursement. In relation to the use of quality alternative technologies. Perhaps we're not quite at the AI level yet. But we do use enhanced analytics. So that is not only in selecting the sample process, but over interest rate calculations. In addition, we also send confirmations to customers as well. And we don't always get those back. But they are sent out to confirm the balance and the existence of that loan as well.

Jacquie Hey: Thank you. So, I've just got in my ear that there are a few more pre-submitted questions. So, I'll take those. Is there just before I do, is there anyone in the audience that hasn't had a chance to ask a question that wants to? Then I might say, well, we'll all be there after the meeting to take any further questions for from anyone who's here physically, but I'll just go to the online or the pre submitted questions for people who weren't able to be here today. So, Robert, back to you. Let's go through any remaining questions.

Robert Musgrove: Jacquie, there are no live questions at this stage. But there are five more pre- submitted questions. Your next question is from Richard and Wendy Wallach, who asks, Is the Board considering either a merger or takeover of either Suncorp bank or BOQ?

Jacquie Hey: Thank you. Look, I think we've answered the Suncorp part of that already. From a BOQ perspective. We just don't comment on mergers and acquisitions, but we're very focused on our own organic strategy. So, Robert, let's go onto the next question.

Robert Musgrove: Your next question is from Sean Rooney, who asks, using the Community Bank model, why aren't you making greater inroads into the overall market and having increased market share? Why don't your products compete on an even footing with the Big Four if the service offering is better? We received another similar question from Gregory Bloomfield and the general sentiment could be best encapsulated in the following question, what is the future of the Community Bank model?

Jacquie Hey: Look, thank you for those questions. And I'm always happy to talk about Community Bank. I'm conscious how long we've been going. So, I'll keep it brief. But I did mention it’s our 25th year and Marnie talked about the more than $320 million that has been contributed back to the community since we started, which we're very proud of. Our community bank partners are really important to us, as part of a long-standing social enterprise arrangement that deliver just amazing benefits to local communities throughout Australia. They're also important to us because they've gathered over, I think, something like $50 billion in deposits and loans since inception, and around $11 billion in net funding. So, we're focused absolutely on taking what makes it special in the Community Bank model and ensuring that continues to deliver for the next generation. When it comes to pricing or products, I think I talked earlier about that balancing that we need between all of our stakeholders, shareholders, depositors and our lenders and that matching our balance sheet is really key. So, we'll aim to be competitive across a range of products and services. We are growing in customer numbers, so we hope that we're doing that. Having said that, again, as I said earlier, we won't always be the best price at every point in time. But we will be often. So, we hope you'll continue to look at us. And we'll make sure that we on behalf of shareholders continue to set our market pricing where we can cover our cost of capital, which is important, an important factor for the shareholder cohort. So, Robert, anymore?

Robert Musgrove: Yes Jacquie, your next question is from shareholder Brendan Gibson, who asks, why has Bendigo SmartStart super performed so poorly?

Jacquie Hey: Thank you, I'm guessing you're probably talking there about the growth and high growth options. And there are a number of reasons for this. Among them, particularly, the performance in the short term, was very impacted by a number of well-known things we know are going on. The global instability following the pandemic, we've got the war in the Ukraine, we've got supply chain disruptions. Inflation is a well-known known issue to all of us. So given these - and I won't speak on behalf of the Trustees of the fund, but I can imagine the fund was positioned more defensively in that period, resulting in a larger allocation to some of the lower risk asset classes, which is a prudent thing to do in in an uncertain environment. So possibly more focused on cash and fixed income, and other alternatives rather than equities. So, I suspect that's the answer to your question. I think we might have just a couple of more questions.

Robert Musgrove: Yes, Jacquie, your next question comes from Antonio and Barbara Orlando, who asked, why not have a practicing bank services consumer who is also a shareholder on your Board?

Jacquie Hey: Yeah, look, thank you for that. We as a board, we always make sure we have a broad range and mix of skills and experience represented on the Board. All of your Board are shareholders, and we're also practicing bank consumers. I have a number of banking products with Bendigo and Adelaide bank, and I never call Marnie and say ”Do this and do that for me”, I go into my branch, I call the call centre, I do it online so that I'm trialling all aspects of it. So, I agree with the tenet of your question because it's really important we understand customers, we are customers, we understand shareholders, and we are shareholders and, and we do all of that. So, Robert. Thank you. Robert, Any other questions?

Robert Musgrove: Jacquie, your last question for this section of the meeting comes from Stephen O’Rourke who asks: Please outline your staff engagement and training program to lift capability. In a separate related question. Mr. O'Rourke asks, please outline cultural value development strategy.

Jacquie Hey: Look, thank you. And it's nice to have a question about our people, because our people, are the backbone of the bank, and the reason why we perform so well, in many aspects of external evaluation of us. So, thank you for that question. And look, we're building an organization that is more productive and is more skilled and is more innovative. And we actually have something called BenU, which is our corporate university. And it's dedicated to our organizational capability and helping our people enhance their capabilities and their skills that are important both for their career development and for the organisation's performance. So, we've invested in technology to enable all of our people across our entire network to access this learning. And we designed contemporary learning around leadership, technical banking skills obviously, risk and compliance, climate, nature, digital and much more. So, we're very proud of that and it's an important part of helping our people be the best they can be. With regard to culture, we are and have aligned culture at every level of our organisation for quite some time. Since 2019, I think certainly before the pandemic, we've had a process of working on our culture and supporting that and making sure that our cultural priorities at an enterprise level and particularly around risk culture, demonstrate our commitment to doing our best and to being our best – to uplifting our risk management capability and making sure that it's embedded throughout our organisation. This is a topic I could talk on for a long time. But I’m conscious, we've been going a long time. And we're still on point one. So, I do know that there's some shuffling here, and I need to move on. But please look at our Sustainability Report. Because that has a lot more information there. And our head of HR is here, and she would always be happy, as I am, to talk more about our people and what we do. So, Robert, are there any more pre submitted or online questions?

Robert Musgrove: No, Jacquie.

Jacquie Hey: Thank you. Ah, over there? So, two more questions. Could we make them very quick because we will talk to you afterwards. So, let's take those last two.

Colin Brady: A question from Milton Wilde Jacquie.

Question: Milton: To the Board in general, given ASIC’s recent prosecution of Bendigo in regard to unfair contract terms and the subsequent Court ruling in relation to that, has Bendigo, made a decision or determination in regard to looking at their existing contracts and how to root out those unfair terms that exist in their own contracts?

Jacquie Hey: So, thank you Milton, this was something that I answered at an AGM two or three years ago, I think it relates back to that. So, and yes, we have updated our terms and conditions. And that was part of what we needed to do - it was very unfortunate. It was from a few years back, and we've absolutely updated them.

Colin Brady: And another question from Rita Mazalevskis.

Question: Rita Mazalevskis: Just regarding the auditor, Ernst and Young, just given the current environment with the ASIC investigation through Parliament Inquiry, which has been extended to look at the breathtaking tax scandals of PwC. With the fine that was placed on Ernst and Young the 100-million-dollar penalty by the Securities and Exchange Commission, in regards to employees cheating on CPA ethics exams and misleading investigations. They say that this action involves breaches of trust by gatekeepers within the gatekeeper entrusted to audit many of our nation's public companies. It's simply outrageous that the very professionals responsible for catching cheating by clients, cheated on ethics exams of all things. So, what has Bendigo done in regards to the auditor EY to check this compliance of the auditors that are involved with preparing the Bendigo books?

Jacquie Hey: Yeah, I might take this into parts reader Rita. So, in terms of our audit, we undertook a tender for our external audit services, I'm going to say, two-, two- and a-bit years ago, maybe - might not be exact, but in that timeframe. And of course, in looking at that, we looked at the breadth of the audit community to see who could serve as best not just on price, but on ethics and values alignment with the Bendigo Bank. The second, so we've been through that, and we've made an assessment and we set in place processes accordingly. If I go more broadly than just external audit, so on auditors and on internal audit, and on consulting firms, they are a part of our world today, we do use them, we need to use them, we set up specific processes more recently, as well, to ensure that in using them, we thoroughly assure ourselves of our approach to how we're using them and their approach to how they're interacting with us. So, thank you. So, I might now conclude that.... as I say, we will be there after the meeting so if there's any people in the room who want to talk further.... but I will now conclude that item of business and move on to the other formal items of business as set out in the Notice of Meeting. We'll take questions on these, but I suspect it they might be a bit quicker. So, thank you for your patience. I know the sandwiches and the cup of tea is waiting too. So, these items of business do require voting from our shareholders.
So, I declare that voting is now open on all items of business. Please submit your votes at any time during the meeting. I confirmed that where undirected proxies are given to me, I'll vote in favour of all resolutions to the extent permitted. So, the next item of business asks shareholders to consider and if thought fit, to pass an ordinary resolution that Margaret Payne who retires from office under Rule 59 of the Bank’s Constitution, be elected as a director of the Bank. I’d now like to invite Margaret to address you in support of election.

Margaret Payn: Thanks Jacquie. For those of you who are vision-impaired or listening via telephone I am I’m wearing a dark jacket, and I have shoulder length hair and I’m extremely tall, but you can’t see because I’m sitting down. So, almost my entire career has been spent in financial services in finance, strategy, operational, risk and business roles. Work has always been an important element of my life and at this end of my career I will spend the rest of my working life working with organisations whose values align fully with my own, and where my long career experience is relevant.

Joining Bendigo Adelaide Bank last month took quite a while, took nearly a year, and allowed me to understand that the stated values of the bank are the lived values – trust, being part of the community, thriving, are important to me and are real in the bank. The integrity of the messages is fundamentally really to me joining. My focus has always been to set things up for the long term – not for the short term, which means balancing outcomes for all the stakeholders not just for one segment (so people, shareholders, community, and environment). This is key to building a sustainable business.

Hopefully, my diverse set of experiences, which have covered almost all facets of financial services in several geographies and continents in and outside Australia, will be of benefit to the Bank. This wide experience can sometimes help understand what’s true rather than usual. My background includes roles that have dealt with change, helping businesses adapt as the world evolves – something that technology is driving us all to do which is a challenge to do this without losing the humanity around our interactions. My background also includes involvement in risk management matters which is important as the Bank’s principal business is managing risk for the appropriate reward.

I am currently a member of the Bank’s Board Risk & Financial Risk Committee and hope to contribute to ensuring the governance of risk across the company remains strong. I was very pleased to be appointed by the Board to join them in September and I am hoping that you, the shareholders will now appoint me to serve the company going forward. I will always do my best to serve the best interests of the company and its stakeholders for the future. Thank you.

Jacquie Hey: Thanks Margaret. Robert, were there any pre-submitted questions regarding this item of business?

Robert Musgrove: No Jacquie, there were no pre-submitted questions regarding this item of business.

Jacquie Hey: Thank you, Robert. Can we now please take questions from those shareholders here today?

Collin Brady: No questions Jacquie.

Jacquie Hey: With Margaret abstaining, I can confirm that the Board unanimously recommends that shareholders vote in favour of her election. The direct voting and proxy details received prior to the meeting are now being displayed for your information. For those listening by telephone, the direct votes and proxies received as at the pre-voting cut-off time are: 96.73 % in favour of the resolution, 0.75 % against the resolution, and 2.52 % open votes.

Jacquie Hey: We will now move onto item three, and I would like to introduce Vicki Carter, as Chair of the People, Culture and Transformation Committee, and ask her to share a few words with you on our remuneration. We will play a short video while she makes her way to the lectern.

Vicki Carter: Good afternoon, everyone. My name is Vicki Carter, Chair of the People Culture and Transformation Committee. For those listening but not able to see me, I have straight mid length, light coloured hair, I am wearing a black jacket and green shirt and I’m of short stature. As the Chair of this committee, I appreciate the opportunity to present to our shareholders here in the room with us and those of you online. I’d like to start by briefly outlining the role of the Committee. Our responsibilities extend beyond simply setting executive compensation.

We are entrusted with ensuring that our compensation practices are aligned very much with our company’s values and our goals, and long-term sustainability aligned with shareholder interests. In today’s fast-paced and ever-evolving business landscape, attracting and retaining talent is paramount and our ability to do so relies heavily on the effectiveness of our compensation structures and our employee value proposition. Striking the right balance between in-market competitiveness, alignment with company performance, and the interests of our shareholders is critical as is our commitment to fairness and transparency. Sound governance principles guide us in this endeavour.

Compensation structures that incentivise and reward employees for their impact are really important for us, along with ensuring our people work towards the strategic objectives of the organisation while maintaining ethical and responsible conduct. Diversity and inclusion are fundamental values that we continue to work toward embedding in our Bank. Fairness and equity are not mere buzzwords; they are integral components of our decision-making process, and we are committed to addressing pay disparities and fostering an inclusive workplace. As we look back on the past year, we believe our people should be very proud of their achievements, as they worked towards delivering on our vision to be Australia’s bank of choice.
In financial year 2023, the Board approved a new executive reward framework to ensure compliance with APRA’s Prudential Standard CPS 511. This meant that the Chief Executive Officer & Managing Director’s remuneration structure was revised. Key considerations in the Board’s assessment included acknowledgement that there had been no increase to the CEO & MD’s fixed remuneration since commencing in the role in July 2018. Additionally, three of the Executive team received fixed remuneration adjustments supported by market benchmarking and performance considerations.

The Short-Term Incentive scorecard assesses performance across a range of metrics, covering Financial, Risk Capability Uplift, Customer and Community, and People and Planet. Overall, the Bank exceeded its financial targets, however, performance against our non-financial targets was mixed and below target for Customer & Community and People & Planet. This resulted in an overall group performance outcome of 110% of target opportunity. The Board believes this is reflective of the Bank’s overall performance, acknowledging that we have more work to do in some areas.

The Financial Year 2022 Loan Funded Share Plan grant was tested, and three of the four tranches met the performance conditions. This award has additional conditions related to ongoing service and a risk assessment and remains restricted for a further two years. With respect to the Long-Term Incentive granted in Financial Year 2020, tranches linked to customer advocacy vested, while those linked to total shareholder return lapsed. In the Board’s view, the remuneration outcomes for Financial Year 2023 are fair given overall Group performance.

For Financial Year 2024, the overarching remuneration framework remains unchanged. The Board agreed to an increase in the CEO & MD’s variable reward opportunity which includes a Short-Term Incentive opportunity of 65% of fixed remuneration (an increase from 60%) and a Long-Term Incentive grant of 65% of fixed remuneration (an increase from 40%). All executive Key Management Personnel excluding the Chief Risk Officer (CRO) will have a maximum Short Term Incentive opportunity of 60%. The CRO’s maximum STI opportunity will be 50% in line with market practice for risk related roles. The LTI opportunity for executive Key Management Personnel will be 40%.

The Bank’s remuneration philosophy and framework provides the Board with the ability to make meaningful risk-adjustments and the application of consequences where necessary. We believe the overall level of reward offered to our executives is modest compared to the market. We will continue to monitor remuneration arrangements to support our future direction such that we are able to continue to attract and retain talented people committed to the communities we serve. We will also proactively respond to changes in regulatory requirements as necessary. I invite each of you to actively participate in today’s meeting. Your input and feedback are invaluable as we make decisions into the future. Thank you. I’ll now hand back to the Chair. Thanks Jacquie.

Jacquie Hey: Thank you, Vicki. Moving now to the formal resolution as set out in Item three on today’s agenda. Shareholders are asked to consider, and if thought fit, to adopt the Remuneration Report for the Bank, as set out in the Annual Financial Report for the financial year ended 30 June 2023. I can confirm that while each of our directors has a personal interest in this resolution, the Board unanimously recommends that shareholders vote in favour of it. As you know, the vote on the remuneration report is advisory only, and does not bind the Company or the Board. However, the Board will take the outcome of today’s vote into consideration when reviewing the remuneration practices and policies of the Bank going forward. I’m aware we’ve got a number of pre-submitted questions so let’s go to those and if anyone has a question in person, please go to the microphone while we do those. So, Robert…

Robert Musgrove: Yes Jacquie, we received a question on remuneration from Hilda Caceres-Rylatt, shareholder who asks, “Why is the Remuneration Report not public information?” We also received questions from Gerald McArdle and Sean Kirwan on remuneration. The general sentiment from these shareholders can be best encapsulated by the following question. “How do you justify paying executives bonuses on top of their fixed annual salaries?”

Jacquie Hey: Thank you to those shareholders for those questions. At the outset I want to assure you that the Remuneration Report is public and can be found on our Annual Report, I think on page 46 – so it’s there, it’s part of our Annual Report, it’s available every year and it’s available on the Investor Centre of the Bendigo and Adelaide Bank website if you haven’t asked for it to be sent by mail. Our Executive Remuneration structure, if I kind of go onto the second part of the question, is based on many aspects of performance and those variable REM targets which are very standard across the industry. Ours are very modest compared to the rest of the industry and are set to ensure that Executives achieve variable remuneration based on targets that are aligned to shareholder outcomes. So, the company strategy delivers shareholder value through financial returns, risk, culture, and shareholder value. The Executives’ contributions are then assessed at an individual level to make sure they’re also meeting the Board's expectations. We do want to attract the best possible people to run your Bank and we need to offer market competitive remuneration, so variable REM is part of that. So, thank you. Was there more than one question submitted in advance Robert on this topic?

Robert Musgrove: No, Jacquie and no questions online.

Jacquie Hey: And questions in the audience?

Colin Brady: A question from Craig Caulfield.

Question: Craig Caulfield: I want to talk about Net Promoter Score. Page 8 you’ve got a picture there that says plus 23.2 Net Promoter Score, meaning rate 28.4 points higher than industry average. I think they’re back to front. I think your promoter score is 28 points, and you're 23 points above the industry average. But if I'm wrong, that means all the other banks together are in negative territory. And I know CBA, for example, is positive four -of course, you're a lot further ahead from them...I'm just pointing that out. That's not my question, really.

Jacquie Hey: Can I just comment on that because the net promoter score is we measure it in variable REM, it's not an absolute score, it's more than 20 points above I think it's called the average of financial basket of our competitors. And that average, whilst you talked about CBA one, the average is a minus score. So, in fact, the results in there are correct.

Question: Craig Caulfield: Okay, then it’s, it’s incorrect on Page 52?

Jacquie Hey: So sorry, just to be clear, so it's above, it's a relative score to above the industry average is how we do the variable REM.

Question: Craig Caulfield: Yes, I understand the NPS very well, I’ve raised it for years, including at Bendigo and many other AGM’s, but I think it's back to front because on page 52, under the year 2023, it's got all this there. Anyway, I'll leave that I'll leave that aside. I find that the net promoter score as a non-financial metric is inadequate, and frankly, misleading. Using net promoter score is okay. It can be included in a parcel of other metrics. But net promoter score can be gamed, first of all, you know, staff can say press the button, yes someone's happy and then they'll send the rating back. Someone's not happy, don't send it back. The rating. Someone that has their house repossessed. Oh, how will I rate the bank? Zero? Someone says, well, the lady was courteous to me in the in the store today. Alright, I’ll rate them ten, Oh really? A house being repossessed versus a happy customer for that moment - it doesn't go into those ratings. Now, I'm not anti, the total REM Package for Marnie Baker. I am anti the transparency behind the Net Promoter Score. And you're not using enough other metrics there. I mean, it's quoted so many times, it's not a stretch. You’re requiring Marnie to come up with plus 20. I think that's correct. Each year. Well, 2019 plus 28, 2020, plus 27, 2021 plus 25....

Jacquie Hey: Craig, can you get to the question, I'm conscious, I understand, because I know you've asked it before, and I'm going to give you a similar answer than before, but I will update you on a few things we've done. But as particular question, or is it?

Question: Craig: Well, when you remove net promoter score from being the main one, put it put it lower down the rankings, and include things like customer complaints, number of referrals to AFCA, I can come up with a host of them. It's not just me that thinks it, Professor Sheedy from Macquarie University says the same thing, how it's gamed.

Jacquie Hey: So, I look, I understand all your points. And we have been listening to you. And I'll talk a bit in in a minute about what we've done. But in terms of Net Promoter Score, I disagree that it can be gamed at a systematic level across many years. And that's, if you have a look at what we're doing we’re measuring relative to our competitors, how much more are we and we need to be 20 basis points more, you'll say that doesn't matter because I don't like the measure, it is the best measure we can find to measure the overall voice of the customer and what they're telling us. What we have done is in our short-term incentive plan, we have introduced four or five metrics. And I might get Vicki to talk about them, which go into specific aspects of customer, where we're actually looking at ease of use and other things, to make sure that we have some contra- measures to the overall voice of the Customer measure. So, we will keep NPS there because it's the best one we can find. But we've supplemented in our STI plan, Vicki do you want to talk more about that?

Vicki Carter: Thank you, Chair. And thank you for the question. In considering the customer metrics, we have actually, we're not just relying on NPS for the short-term incentive. We're measuring a range of other metrics around how our customers find us from an ease of doing business with us from an advocacy perspective, from a responsiveness perspective. And I mentioned actually, when I spoke earlier that some of those measures have not been met. And so, the STI did not pay out on those measures. The point you raised around complaints is a good one as well. And so, we are now incorporating all of our complaints data as we make an assessment around customer experience more broadly, and its implications for our REM. So, I think your point around ensuring that we're taking a holistic view, and looking at what might be considered some contra indicators is well made, and we are doing that. But as Jacquie said, we still think that our relative performance in NPS to our competitors and particularly to the majors, is a place that we want to remain to have a stretch target in place. And we think that that plus 20 points is a stretch target, it’s becoming increasingly difficult for us to maintain that gap. But thank you for the question.

Jacquie Hey: Any other questions? Sorry, Robert, I think I talked over you. Are there any online or any other questions?

Robert Musgrove: There are no further questions Jacquie for this section.

Jacquie Hey: Okay, thank you. The direct voting and proxy details received prior to the meeting are now being displayed for your information. They are 90.18%, in favour, 7.31% against and 2.51% open votes. So, again, please vote if you haven't already. Moving now to Item 4, we are asking shareholders to consider, and if thought fit, to pass as an ordinary resolution, for approval of the grant of 122,641 performance rights to the Chief Executive Officer and Managing Director (CEO & MD), Marnie Baker, as her long-term incentive for the financial year ended 30 June 2024. This is under the Bank’s Omnibus Equity Plan and on the terms summarised in the Explanatory Notes to this Notice of Meeting.

Jacquie Hey: These performance rights are an incentive plan that create alignment between the Managing Director and other Executives, REM, and shareholder outcomes. The performance rights only vest to the managing director if the bank meets its key strategic objectives. So, these allocations are very aligned to shareholder outcomes. They're consistent with market practice for ASX listed companies and financial institutions and are required to compete for the skills we need to manage the bank. Robert, are there any online or pre submitted questions?

Robert Musgrove: No Jacquie.

Jacquie Hey: Colin, any questions from the audience?

Colin Brady: No, Jacquie.

Jacquie Hey: Thank you, then if there are no questions, I confirm that the non-executive directors of the board unanimously recommend that shareholders vote in favour of this resolution. The direct voting and proxy details received prior to the meeting are now being displayed for your information. And again, I'll read them out for those listening 93.1% in favour 4.43% against in 2.47% open votes. Now before I proceed to the final matter, please note that voting will close at the end of this meeting. So do please submit your votes now if you haven't already done so. The final matter to cover is items five A and B in today's agenda and we're asking shareholders to consider any thought fit to pass the following as special resolutions. And there's five A that the terms and conditions of the selective capital reduction in respect of the CPS4 on the optional exchange data for the 13th of June 2024 on the terms and conditions described in the explanatory notes accompanying the Notice of Meeting, which is called the first capital reduction scheme, be approved. And five B is that the terms and conditions of the selected capital reduction in respect to CPS4 at any time prior to the optional exchange date of the 13th of June 2024. On the terms and conditions described in the explanatory notes accompanying the notice of meeting, which is called the second capital reduction be approved. Robert, are there any pre- submitted or online questions?

Robert Musgrove: No Jacquie.

Jacquie Hey: Colin, are there any questions in the audience?

Colin Brady: There is a question from Craig Caulfield.

Question: Craig Caulfield: Just a brief question to say, I'm sure that no one in the room here really understands what that resolution is about. And I'm not here to vote against it for it, or make any comments, but it's very hard to understand.

Jacquie Hey: So, I'm reading, I'm conscious we’re at the end of the meeting, I'm reading out what was explained in our notice of meeting. And just to give you the respect to explain it very quickly, converting preference shares are a way in which the bank can gain access to capital. And obviously capital is an important part of what we need to do. There are particular rules guided by ASIC and APRA in terms of how we manage those rules. And this Notice of Meeting is just to allow us the flexibility to manage, it needs to be signed off by APRA. It needs to be signed off by the Board. But it allows us the flexibility to do it at a time which is appropriate to do it in terms of making sure our capital is solid and secure on behalf of the Bank. And so, it's quite technical. It's quite governed by rules. I can assure you that there's a lot of sign offs before we get them. But I recognise I’m racing through a very complex question, but hopefully people who are interested had a chance to look at it beforehand. So, if there's no further questions, then the direct voting and proxy details received prior to the meeting are now being displayed for your information. For those listening, these details are 69.91% in favour of 5A 8.4 against and 21.69 open and in 5B 69.57% in favour, 8.52 against and 21.9 open - so probably recognises the amount of open that people weren't sure what they were voting on. So, it is very standard, we do have to bring it to the AGM. It's not our choice to confuse people. It is what we have to do. But it's a very technical capital raising activity. But thank you for that. And the Board will vote in line with the full resolution so they will pass as well. Robert, are there any other questions that we have not yet covered? Because I'm sure people that are ready to come and join us for a cup of tea soon.

Robert Musgrove: Yes, Jackie, there are four more pre-submitted questions. The next question comes from a shareholder (name not provided), who asks, what is the Bendigo Bank’s affiliation with the World Economic Forum? And what position does Bendigo Bank Board take on the view of WEF and its policies?

Jacquie Hey: We have no affiliation with the World Economic Forum, we keep a watching development with things that are relevant to the bank, but no affiliation. Next one.

Robert Musgrove: Your next question comes from shareholder, Philippa Fletcher, who asks, what is the carbon costs Co2 emissions of internet created by Google and other carriers without use of carbon credits for all internet transactions made by banks and banking clients interacting with banking?

Jacquie Hey: So, at your Bank, we calculate and report on these emissions quite clearly, you'll see them in our Sustainability Report. There's a number of data fact pages. So, you can get all the information there, but we report on devices, data centres, services provided by our internet companies. It's all in our Sustainability Report, and I would refer you there for full information.

Robert Musgrove: Jacquie, the next question comes from shareholder David Mickle, who asks, how do you see Bendigo Bank as different from the big four. I recently tried to get insurance from Bendigo, and it was very expensive compared to RAC, QBE and SGIO.

Jacquie Hey: Okay, as you may know, covering this quickly, we provide our insurance products, which is under our brand, but supplied by our partners IAG. So, they're an organisation with significant resources to manage insurance. We understand and recognise premiums are on the rise. We all understand for what reasons. But we, of course, look at who our partner is, we do sell IAG insurance under the Bendigo Bank brand and so we are offering an insurance service that I recognise is increasing, as many other things are. And I'm sorry, you didn't find it was the best for you when you were looking. Robert.

Robert Musgrove: Your last question, Jacquie comes from Henry Morgan, who asks, will the bank close if Bitcoin comes in?

Jacquie Hey: Well, that's a good one for me to end on. No. So, Bitcoin is already here. I talked a bit about cryptocurrencies earlier. Decentralised finance is evolving really rapidly. It's extremely volatile and has a range of things that capture the media's attention. And there are some very good aspects to it, but it equally warrants quite a lot of caution. And I think the Australian Banking Association showed that - I might have said this earlier, that close to 50% of scams were sent to accounts associated with cryptocurrency exchanges. So that's the caution. But I can assure you that banking and well managed banking under prudential regulations managed by our regulators will continue to be, continue to exist and to be of importance to many communities around Australia. So, thank you for all those questions. The only thing that we need to do now is for me to give David Foster a chance to have a say. Before I do that, I just want to formally recognise that this concludes the items of business for today's meetings and voting will close imminently. So, if you haven't already done so, please submit your votes now. I would like to introduce David Foster as your incoming Chair to say a few words, then I will need to close the meeting. So, I'll pop back up to close it in one second, after he has a chance to say something. As he comes up to the stage, he's a highly experienced ex-banker and non-Executive Director, his most recent role was CEO of Suncorp Bank, which he finished in 2013. We're very fortunate to have his experience and talent leading the Board, and at risk of repeating myself, I'm very pleased he will be your new Chair. So, David, over to you.

David Foster: Thanks very much, Jacquie. And good afternoon, everybody. For those that may be joining us on the telephone or those who may be visually impaired I’m about average build, sadly greying light brown hair, dark blue suit, and light blue shirt. I want to say how proud and grateful I am to have the opportunity to lead this terrific and great organisation. Bendigo and Adelaide Bank plays a very important role in Australia as a source of competition for the major banks and both as an employer of regional people and a champion of regional communities. As your new Chair, I look forward to upholding the values and traditions that have made this 165-year-old institution so special, such as its strong focus on customer service, and its purpose of feeding into the prosperity of its customers and the community. I'm also committed to continuing the work that has paved the way for our bigger, stronger, and better bank. And it's pleasing to observe that while the Bank has undergone significant change in recent years, it remains true to its purpose established all those years ago. I'll work hard to ensure this remains so in the future as we continue the transformation program to ensure an organisation that is future fit and able to deliver on our vision to be Australia's bank of choice. And finally, I want to offer my sincere thanks to Jacquie, who's been a terrific Chair. The Bank has been very fortunate to have Jacquie as a Chair, given her stature and the integrity that she brings to the role for the last four years. And the Board has been grateful for your leadership during a very unusual and challenging period for the Bank. So, thank you.

Jacquie Hey: So, I will now close the voting. The results of the votes will be released to the ASX later today. Thank you very much everyone for attending today's meeting, whether that was here in person or online. We thank each and every one of you for your contribution today. Please take care and stay in touch and I now declare the meeting closed. Thank you.

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AGM 2023 Chair Address Jacqueline Hey
AGM 2023 Chair Address Jacqueline Hey

It is a pleasure to be with you in Bendigo this morning to chair the Bendigo & Adelaide Bank’s 2023 Annual General Meeting. It is great to see shareholders here in person at The Capital - and I again extend a warm welcome to those of you joining us virtually today.

At last year’s meeting I said we were cautiously optimistic and prudently provisioned, and we remain so. Your Bank has seen a great many economic cycles in its 165-year history, and it remains well positioned to continue meeting the expectations of our shareholders, our customers and the community.

The economic environment we are currently in presents both opportunities and challenges.

In terms of opportunities, the good standing of the Bank can be seen in the continued growth in customer numbers as they increasingly recognise your Bank as a genuine alternative to the major banks. This has been undertaken during a period where careful balancing of volume growth and margin management has been key.

It is also pleasing to note the continuing rise in the Bank’s capital levels. They improved again over financial year 2023 with our Common Equity Tier 1 ratio rising 157 bps to 11.25 percent, well above regulatory requirements and APRA’s definition of ‘unquestionably strong’ - and reflecting our prudent and conservative approach.

In conjunction with strong profit growth in financial year 2023, this allowed us as a Board in August, to declare a final fully franked dividend of 32 cents per share, taking the full year dividend to 61 cents per share and representing a 15.1 percent rise on the previous year.

But for some people, these are difficult times. The legacies of COVID and natural disasters, the cross industry wide increase in fraud and scams and the ongoing cost of living challenges are real. Most of our customers remain well provisioned and our arrears are at historically low levels, but for a small cohort they need our ongoing support to help them with practical steps to adapt to the higher rate environment.

The Bank needs to persist with its vigilance on all elements of risk, on credit quality and on meeting evolving customer expectations. The important foundational work undertaken via our multi-year transformation program will continue to pave the way for our future growth and risk management.

The bank maintains its focus on prioritising sustainable growth for the benefit of all our stakeholders. We always carefully balance the interests of our shareholders and our customers, whilst considering the real impact on our people, our communities, our partners and our broader stakeholders.

Marnie in her speech will talk further about the business, but I’d now like to take the opportunity to outline just some of the important community dividends your Bank has delivered throughout the course of the past year.

In conjunction with our Community Bank partners, the Bank awarded 200 first time students more than $700,000 as part of our expanded 2023 Scholarship Program. The program was established 17 years ago and has now provided more than $12 million in funding to more than 1,500 students across Australia.

It offers life changing opportunities for students who might otherwise miss out on further education, especially those in regional and remote areas. I look forward to the contribution these students will make to the Australia they will inherit and to the communities many will return to. I am proud of what the program has achieved and hope you are too.

In other measures undertaken this year, your Board approved our ESG and Sustainability Business Plan and our Climate and Nature Action Plan for 2024 to 2026. These plans, detailed in our 2023 Sustainability Report, outline how we will build on our performance to date and how we will continue to be accountable for our performance.

The launch of the Bank’s inaugural Reflect Reconciliation Action Plan was another highlight as the next step in our reconciliation journey. The Bank’s Executive and Board participated in cultural immersion experiences hosted in the Bendigo region by the Dja Dja Wurrung and the Kaurna peoples in the Adelaide region as part of this process, which left lasting impressions and built on the relationships we have and continue to build upon with traditional owners.

Now onto changes of the Board. The process of renewal continues at a Board level. As you would be aware, shareholders ratified the Board’s appointment of digital executive and entrepreneur Alistair Muir at last year’s AGM and his constructive contributions to our board discussions have been appreciated. We also welcomed Margaret Payn as a Non-Executive Director effective from 14 September 2023. As I previously mentioned, Margaret brings with her a very strong background in banking and financial services, and she will introduce herself later in the meeting.

We have also announced the retirement of Jim Hazel as a Non-Executive Director effective from conclusion of the meeting today after more than 13 years on the Board. We thank Jim for his valuable contributions during his many years of service. I personally want to say thank you Jim for your wise counsel to the Board, the Management team and particularly to myself.

As you may know, this will be my final meeting as Chair with my time at the Bank concluding after more than 12 years on the board and four years as Chair. I consider my time with this wonderful company and its lovely people to be a highlight of my career. On a personal note, it has been a pleasure to have worked closely with your CEO and Managing Director Marnie Baker during a period of accelerated change for the bank, its customers and the community. Thank you very much Marnie and I am proud of what you & your team have achieved.

David Foster, as an existing member of the Board and a highly experienced ex-banker & non-executive director, is well qualified to continue working with the Executive team and I am pleased he will be your new Chair. I will invite David to say a few words towards the end of the meeting. Rest assured your Bank is in good shape and I will continue to take a keen interest in its progress.

Before I conclude my address, I personally, and on behalf of the Board, want to express our thanks to you, our shareholders, for your continued support, feedback and loyalty. We are very lucky that we have such an engaged shareholder base and it has been delightful to personally get to know so many of you over the years.

The Board also acknowledges the many, many hours of hard work by our people that go into securing and maintaining the high levels of trust and customer satisfaction for which the Bank is widely recognised. Our customer centric approach provides both financial results and public accolades and we will continue to deliver and build on this record for our 2.4 million customers.

Thank you for your attention and for indulging me as I say goodbye. It is the people I will miss the most and you will all be forever in my heart as after today I watch purely as an interested shareholder. I look forward to having the opportunity to chat with many of you over light refreshments after the formalities of today’s meeting have been concluded.

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AGM 2023 Managing Director address Marnie Baker
AGM 2023 Managing Director address Marnie Baker

I too am very proud of our Bank and what we have achieved.

Bendigo and Adelaide Bank is unique. We are a bank with heart and heritage. Our connection with our customers and community, our regional roots and our position as Australia’s most trusted bank provides us with a competitive advantage that cannot be replicated.

And our Bank has never been better placed to continue delivering on our purpose of feeding into the prosperity of our customers and their communities and supporting customers who need our help.

I’d like to take the opportunity to reflect on some of our achievements over the past 12 months before looking to the challenges and opportunities that lie ahead.

Over the course of the last year, we made significant progress on our strategic imperatives. We continued to reduce complexity in our operations, invested further in our capabilities, and we told our story in more ways than ever before.

We continued to deliver on our strategy and to strengthen our focus on improving financial returns and generating sustainable growth.

The Bank reported record cash earnings for the full year of $576.9 million and further improvements across other key financial metrics, such as our return on equity which rose 90 basis points to 8.62 percent, cash earnings per share which rose 13.7 percent to 102.1c and our cost-to-income ratio which improved by 420 basis points to 54.9 percent.

Strategically, the Bank continued to deliver on its transformation program launching new digital product offerings including term deposits online, reducing the number of core banking systems from seven to four, and reducing the number of IT applications by 90 as well as moving one third of them to the cloud.

These metrics demonstrate our continued momentum and the progress we are making on our objectives while retaining our market leading trust and customer advocacy scores.

Jacquie touched on the current economic challenges. I’d like to talk about what we’ve been doing at the Bank to support our customers in an environment of rising interest rates and cost of living pressures.

As Jacquie said, the vast majority of our borrowers are well positioned, however a small number do and will require our assistance. We know some of our customers are doing it tough which is why it is important we stay close to them.

Our primary objective is to keep our customers in their homes. This approach has contributed to our market leading customer advocacy scores and has ensured the historical loss rates on our mortgage portfolio are among the lowest in the industry. We will continue to support customers as and when they need us.

The Bank offers all our customers a free home loan health check to ensure their current loan suits their needs and we are contacting customers coming off fixed rate home loans to ensure they are fully informed about options available to them, such as using an offset account to reduce repayments.

The other topic of critical importance that the Bank and our customers are facing is the rising volume of scam and fraud activity.

It is true to say that advances in technology have brought many improvements to our lives, and the digital services that facilitate speedy payments and round-the-clock availability are among them.
The downside to these digital conveniences is the rise in cybercrime. I have heard many upsetting stories of customers who have fallen victim to this organised and often sophisticated criminal activity.

I want you to know that we are working hard to reduce instances of scams and fraud. In financial year 2023, we stopped $38.6 million in fraudulent transactions.

As part of our ongoing and consistent focus on protecting our customers, the Bank has tightened transaction rules, removed hyperlinks from our SMS messages and doubled the size of our financial crimes team.

We continue to work hard to educate our customers about how to stay safe online and proactively detect and prevent the unauthorized use of customer accounts, including face-to-face education sessions at 430 locations across Australia. I encourage customers and local community groups to enquire about a Banking Safely Online session at your local Bendigo Bank branch.

Importantly, and in addition to what we are doing in our Bank, we are advocating strongly for a whole of ecosystem approach to combatting scams and fraud and continue to remind customers of the important role they play in keeping their information secure.

This year our unique Community Bank model celebrated its 25th anniversary and it has now directed $320 million in profits back into these local communities since inception. Just last month, we held the Community Bank National Conference here in Bendigo – the first conference in person in five years, and since the pandemic.

It was fantastic to see so many Community Bank directors in one place, to talk about what makes our Community Bank model special and how we will ensure its success for the future.

I’m proud of what we have achieved over the past 25 years and am reminded once again of the important role strong banks play in the community, particularly in regional Australia.

Earlier I spoke of our achievements in digital over the past 12 months with the launch of online term deposits, which have contributed to our overall customer deposit growth.

As of the second half of 2023 fiscal year, 12 percent of the Bank’s home loan settlements are now fulfilled through digital channels.

We are excited about the possibilities our investments in digital products have created for us. We understand however that whilst we house workloads in the cloud, we ourselves don’t live in the cloud, we live in physical communities.

Our physical network is very important to us, and we value the personalised interactions we have with our customers every day.

Looking ahead, the opportunities for our Bank have never been clearer. Our strengthened focus on delivering sustainable growth and returns is yielding benefits and will continue to do so.

Customer preferences are changing, and we need to be responsive. We expect customer interest in our digital mortgage products to continue to grow as customers embrace their convenience and utility, and we will continue to work hard on our transformation agenda and to realise the benefits of further reducing complexity in our operations.

We expect the deposit market to remain very competitive as banks look to build a solid funding base in preparation for the repayment of the Reserve Bank Term Funding Facility.

And we see significant latent opportunity in business and agribusiness, particularly given our deep regional roots and community presence.

We successfully delivered on what we promised in financial year 2023 and we are now working towards delivering on our goals for financial year 2024.

We will continue to manage our costs diligently and focus on strengthening the returns we derive from our investments, so we can continue to future-proof our business and deliver returns to you, our shareholders.

As Jacquie mentioned, today is her last day as Chair and Director of Bendigo and Adelaide Bank.

Jacquie has been a beacon of strength and integrity for this organisation over the past 12 years.

In her role as Chair, she has helped steer our Bank through challenging periods such as the aftermath of the Banking Royal Commission and the recent pandemic. Through it all, she has been a calm and steady influence, providing a wealth of knowledge, support and stability for myself and my Executive team.

I’d like to personally thank Jacquie for her support, wise counsel, and thoughtful stewardship during a period of accelerated change for the Bank, our customers, and the community.

Jacquie, you have given so much to our Bank over the past 12 years and you leave an enduring legacy, and we all wish you well for your next chapter.

We are very fortunate to have a strong successor in David Foster and I look forward to working closely with David as we continue to deliver on our vision to be Australia’s bank of choice.

In closing, I would like to sincerely thank:

Our 2.4 million customers for your advocacy and the opportunities you provide us to do business with you.

Also thank you to my team, our almost 8,000 people at the Bank who work hard every day to deliver good outcomes for our customers. I’d like to thank our partners and suppliers for the support, capability, and knowledge you provide our business.

And my thanks to the Board for your ongoing guidance and support.

And last but not least, thank you to you, our dedicated shareholders, for providing us with your strong support.

Thank you for your time today and I look forward to speaking with many of you at the conclusion of today’s meeting.

Previous Annual General Meetings

View previous notices of Annual General Meetings

2022 AGM

The 2022 Annual General Meeting of Bendigo and Adelaide Bank Limited was held on Tuesday, 8 November 2022 at 11:00am (AEDT) as a hybrid meeting.

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Annual General Meeting 2022 Video

Opening: Welcome to the Bendigo and Adelaide Bank's 2022 Annual General Meeting. Now our chair, Jacqueline Hey. 

Jacquie Hey: Good morning, everyone. I'm Jacqueline Hey, chair of the Bendigo and Adelaide Bank board. I’m also a fellow shareholder of the Bank, the time is just after 11AM and we have a quorum. So, I’m pleased to declare the Bank’s 2022 Annual General Meeting open. 

I take this opportunity to acknowledge the traditional owners of the many lands on which we are all meeting. I recognise their continuing connection to land, water and culture and community and I pay my respects to Elders past, present and emerging. 

I’m currently and we’re currently on the traditional lands of the Dja Dja Wurrung and the Taungurung Peoples of the Kulin Nation, the traditional custodians of this land and waterways including the Loddon and Avoca rivers in the Bendigo region. 

The video, which you just saw, outlined our collaboration with Yorta Yorta and Dja Dja Wurrung artist, Troy Firebrace, has formed part of the significant work we’ve undertaken over the last twelve months to create the Bank’s first Reconciliation Action Plan, which has received conditional endorsement from Reconciliation Australia, and will be published early next year. 

I would like to welcome and thank each and every one of you joining us today. We are very grateful and appreciative to present the Bank’s Annual General Meeting in person today after a couple of years break and we thank you for your time. 

For those who are joining us remotely who are deaf or hard of hearing, closed captions are provided, however, to activate those you will need to click on the ‘CC’ button on your screen. 

A hearing loop is available for those attending here at the Capital Theatre for any of those who need it. For those of you who are vision-impaired or listening via the telephone I am happy to provide you with an audio description of where we are. 

So we’re in the beautiful Capital Theatre. I’m standing at a lectern and have straight light-coloured hair, and I’m wearing a light blue jacket. In the background there is a large image of the Bendigo Bank logo and some very excited people, and we have a terrific audience here with us in The Capital. 

Alongside me is Marnie Baker, our CEO and Managing Director and each of our directors and I’ll introduce each one of them to you. 

Marnie Baker is the Bank’s Managing Director. Marnie grew up on a dairy farm in Cohuna. She lives on the traditional lands of the Dja Dja Warrung and is a Bendigo local. 

Marnie has over 30 years’ experience in the financial services industry. She has been with the Bank Group since 1989 and she brings to the Board a strong understanding and connection to regional Australia as well as an extensive array of banking and finance knowledge, across all areas of the Bank’s operations. She is also obviously a shareholder of the Bank, as are all of your directors. 

Richard Deutsch is seated beside Marnie. Richard joined the Board in September 2021 and has been the Chair of the Board Audit Committee since the last AGM. He is also a member of the Board Financial Risk Committee. Richard lives on the traditional lands of the Bidjigal and Gadigal peoples of the Eora Nation in Sydney. He brings extensive experience delivering complex audit and advisory services to Australia’s leading public, private, government and not-for-profit organisations and he’s been a Partner at both PWC and Deloitte. Richard most recently served as CEO of Deloitte Australia and was a member of their Global Audit & Advisory Leadership Team. He is also Chair of the charity Movember, which explains why he doesn’t look like he quite shaved this morning! Terrific charity and well-done Richard. 

Next to him is David Foster is from the beautiful Kabi Kabi traditional lands of the Sunshine Coast. He is the Chair of the Board Financial Risk Committee and a member of the Board People, Culture and Transformation Committee. He is a highly skilled and experienced non-executive director, with a diverse portfolio across a range of listed and government organisations. David’s executive career, which had been primarily in financial services, spanned more than 25 years, including as CEO of Suncorp Bank. He has demonstrated experience in strategy, mergers and acquisitions, operational leadership, finance, and change management. David is seeking re-election today so will address you later in the meeting. He is a significant contributor to the Board, and we look forward to his on-going commitment to the Bank if re-elected today. 

Next to David is Vicki Carter, Vicki joined the Board in 2018. Vicki lives on the traditional lands of the Bunurong people of the South-Eastern Kulin Nation located in Melbourne. Vicki has enjoyed a stellar career primarily in financial services and more recently in technology. She has extensive skills in large scale people leadership, products and sales management, transformation delivery and risk management. Vicki has held executive and senior management roles at Telstra, NAB, MLC, ING and Prudential Assurance. She is currently Chair of the Board People, Culture and Transformation Committee and is a member of the Board Risk Committee. 

Next, we have Jim Hazel lives on the traditional lands of the Kaurna people near Adelaide. He is highly skilled with extensive experience in banking, finance and risk management. He has a comprehensive understanding of regional and rural interests and has valuable insights into the challenges faced by Australia’s ageing population, and the retirement housing sector. Jim is a member of both the Board Financial Risk Committee and Board Risk Committee. 

Next to him is David Matthews. David is a farmer and runs an agricultural import/export business based in the Wimmera region, the traditional lands of the Wotjobaluk, Jaadwa, Jadawadjali, Wergaia and Jupagalk Nations. David has a deep understanding of Australia’s agricultural sector and its importance to the economy and to our future. He is also a member of the Board Audit and Board Financial Risk Committee. He is also the Chair of the Bank’s Rural Advisory Committee and a member of the Community Bank National Council. He is a strong advocate and has been for some time of our Community Bank model, which had its beginnings in the 1990s in his hometown of Rupanyup. David is also seeking re-election today. He is a seasoned veteran of the Bank Board, and this term will be his last if re-elected. David will also present to you later in the proceedings. 

Next, we have Victoria Weekes. Victoria lives on the traditional lands of the Wangal people of the Eora Nation in Sydney. She joined the Board in February of this year and is seeking to be elected to the Board by the shareholders today. She is currently Chair of the Board Risk Committee and a member of the Board Audit Committee. Victoria has over 35 years' experience in financial services and has led several large organisations through complex operating environments and periods of significant change. She has held executive roles with major Australian listed companies and multi nationals including Westpac, Citi and Jarden Morgan (now CS First Boston). Victoria’s significant experience in risk management, regulation and compliance has already been of great value to the Board and will continue to be if elected today. You will hear also from Victoria later. 

And finally, last but certainly not least, Alistair Muir lives on the traditional lands of the Bidjigal and Gadigal peoples of the Eora Nation, the custodians of the eastern Sydney coastal area. Alistair is the newest member of the Board and is seeking to be elected to the board by the shareholders today. He was appointed in September and is already a Member of the Board People Culture and Transformation Committee and the Board Risk Committees. Alistair’s appointment is an exciting one as it demonstrates the Bank’s strong commitment to digital and technological transformation, and innovative solutions for customers. He has worked with many ASX50 and Fortune 500 companies to successfully launch new digital products and ventures. Alistair will address you later in the proceedings today. 

I’d also like to acknowledge that in attendance today we have the Bank’s Executive members, as well as Tim Dring and Clare Sporle who are the Bank’s Lead Audit Partners from EY, and Will Conlan, our Company Secretary. 

Also in attendance is Steve Hodkin, who is acting as Returning Officer for this meeting. He is from our share registry service provider, Boardroom. 

Our General Manager Corporate and Public Affairs, Robert Musgrove will assist me today by reading out questions and introducing our shareholders who want to ask questions in real time. Robert is now going to outline the formalities for today’s meeting, so you will hear his voice coming through in a minute. 

Robert Musgrove: Good morning, everyone, and thank you Jacquie. Like last year, today’s proceedings have been structured to provide all shareholders or their proxy holders with an opportunity to participate in the business of the meeting in an orderly fashion. 

We ask that when the time comes to put your questions, that you be courteous, fair and respectful to all shareholders. Please keep your questions concise and about the matters which are relevant to the business of the meeting. This will ensure the meeting is conducted in the interests of all attending shareholders. 

Also, as today’s meeting is being conducted in a hybrid manner, technical issues beyond our control may arise. In the unlikely event this happens, Jacquie will advise the next steps. If for some reason we cannot proceed with the meeting, we will issue an ASX announcement with further information. 

This year, to ensure we have the best opportunity to hear from our shareholders, we welcome ‘in-person’ questions from those attending, as well as written and audio questions through the online Lumi facility. Today’s notice of meeting contains details of how questions may be submitted. 

You may submit questions at any time, though if they concern a particular resolution, we’ll cover those at the relevant time during the meeting. Where there are multiple questions which are the same or have a similar theme, these may be grouped into a single question to avoid repetition. Time permitting, the Board will endeavour to answer as many questions as possible. 

When Jacquie signals, I will begin by reading aloud written questions submitted by shareholders. We will then move to questions from those present. For shareholders who want to ask a question and have joined us online, you will be placed in a queue, and at the appropriate time, I will read out your written question or invite you to ask your audio question. I will introduce each shareholder by stating their name or company name. 

Pleasingly, I can confirm that we again received many questions from shareholders ahead of the meeting. Thank you to each and every one of you for taking the time to write these out and send them in. We’ve carefully consider all your questions and they will be covered as part of Jacquie or Marnie’s address, or directly at the relevant section during the meeting today. 

With respect to today’s voting procedures, I can confirm that voting on each of the proposed resolutions will be conducted by poll. 

For those shareholders attending online, if you have not already submitted your vote ahead of the meeting, and you are eligible to vote today, please use the Lumi online facility to do so. 

Registered holders of the Bank’s ordinary shares - at 7pm AEDT Sunday, 6 November 2022 - are eligible to participate in today’s meeting and vote on all the items of business to be considered at the meeting. Guests are not permitted to vote or ask questions. 

Those eligible shareholders in attendance - in person - here at The Capital today, will have registered to vote at the registration desk when you entered the venue today. Shareholders have been issued with a yellow voting card. If you require any assistance with voting today, please see our share registry representatives from Boardroom outside the room. 

For those eligible shareholders attending and voting virtually, you can join the meeting using the information displayed on the screen now, at web.lumiagm.com/309859902 using any web browser on a computer, tablet or smartphone device. 

Please then enter the unique, nine-digit, Meeting ID, 309 859 902, select ‘Join’ and login using your voting access card and password. 

For more detailed information on all this, please refer to our “How to participate in the AGM” guide which is available on our website at bendigoadelaide.com.au/agm2022 

Once Jacquie moves to the items of business requiring formal resolution, and after all questions, we will display the proxy results for each resolution which were submitted ahead of the meeting. For our audio listeners, we will read aloud the proxy results. You will be able to vote on all resolutions as soon as voting opens. 

As detailed in the Notice of Meeting, voting is restricted to the number of shares each securityholder holds and is also subject to any applicable voting exclusions. Thanks Jacquie. 

Jacquie Hey: Thank you Robert. For those in the auditorium you may be wondering why there was a whole lot of information there. We do have people joining us online via telephone and streaming online and watching online. Questions will be coming in in different ways and voting will happen different ways. So, for those in the auditorium thank you for your patience as we explain to others joining us how they can be involved. I will now get on and present my address and then I’ll hand over to Marnie who will do the same and I want to reiterate that it is an absolute pleasure to be back with you today to chair the Bank's first in-person AGM since 2019 and its first-ever hybrid AGM as I described to you just then. It is fantastic to see shareholders back in front of us in person here in front of us at this at The Capital this morning and I again offer a warm welcome to you and those of you joining us virtually today. 

Since your Board last appeared before you, in person, which was October 2019, the world - and Australia - has changed irrevocably. Bushfires, the COVID-19 pandemic and numerous flood events have all contributed to a really tumultuous few years and a significant period of uncertainty - both for people and for the economy. 

It’s devastating to see the impact these recent floods have had on people, on families and on communities across Australia – and it’s still happening in New South Wales and particularly my heart goes out to those here in central and northern Victoria who are being affected as we speak - and it’s important for all of us to remember, that the hard work of rebuilding is only just beginning and only being thought about in some cases. As always, your Bank stands ready to provide help where we can, to ensure the long-term recovery of these flood affected areas, in line with our enduring commitment to the well-being of all Australian communities. 

Moving onto financial matters, as I mentioned in my letter to you our shareholders in our 2022 Annual Financial Report, despite these uncertainties and challenges, your Bank has continued to adapt and find new ways to be Australia’s bank of choice. 

Pleasingly, this resulted in a solid Financial Year 2022 performance, with the Bank delivering cash earnings after tax of more than $500 million for our very first time in our history. 

Over the course of the year, our capital levels continued to rise, reflecting the strength of our business and the value of our considered and thoughtful stewardship. Our Common Equity Tier 1 ratio – which is our financial buffers and a key measure of financial strength - rose 11 basis points over the year to 9.68 percent at the 30 June. 

Our Pillar 3 capital disclosures released this morning showed a continuing strengthening of our capital position, with our Common Equity Tier 1 ratio rising another 8 basis points to 9.76 percent. As a result, we are cautiously optimistic about Financial Year 2023, but we will remain prudently provisioned, as we need to be, to reflect the current uncertain economic conditions. 

Our solid financial performance also enabled the Board’s declaration of a final dividend of 26.5 cents per share, taking the fully franked, full year dividend to 53 cents per share – a rise of six percent since Financial Year 2021. 

Turning now to ESG, our commitment to build a more sustainable and environmentally friendly future for our entire community continued over the last year. 

We released the Bank’s second Sustainability and Climate-related Financial Disclosure (TCFD) Reports. 

This reporting outlines in detail how the Bank successfully delivered on its Year 2 Climate Change Action Plan, including completing its transition risk scenario analysis, embedding its ESG Governance framework and maintaining our carbon neutral certification. It also details the solid progress we made on a number of important initiatives including the expansion of our onsite solar rooftop installation program to build and include more than 50 branches and offices as well as the commencement of our Electric Vehicle Pilot programme. 

We are equally pleased to report the Bank is now more than halfway towards meeting its target to reduce its own absolute emissions by 50 per cent by 2030. 

This year, the Bank also commenced estimating its financed emissions and disclosed these publicly for the first time in our TCFD Report. These are known as our Scope 3 emissions – an example of this is the emissions from the customers we finance as a bank. 

Whilst the Bank’s financed emissions are almost 50 times greater than our own operational emissions, they are well below the global banking sector’s average, which is in a large part explained by our previously announced customer areas that we do not serve. 

We note the accelerated pace of change in the domestic and global ESG landscape, and our reporting reflects our growing maturity. 

In the year ahead you will see the Bank continue to develop an increasingly sophisticated approach to managing our important ESG topics, which will build on our next scheduled materiality review due to occur in early 2023. 

We will continue to listen and learn and to develop and transparently publish our plan, and then deliver against it. 

On another aspect of ESG, we are proud to be one of only two S&P/ASX 100 companies with both a female CEO and Chair and believe the Bank is well progressed in its thinking and action on gender equality. 

The Board recently approved the Bank’s new three-year Diversity and Inclusion Strategy and we also signed up to HESTA’s 40:40 Vision; an initiative calling for a public commitment to achieve at least 40 percent women, 40 percent men and 20 percent any gender in executive leadership by 2030. 

As we look ahead, we know we also need to continue to invest into our next generation of leaders. 

Established in 2007, the Bank’s scholarship program – which is one of the country’s leading, privately funded, scholarship programs – has provided more than $11 million to almost 1,400 rural, regional and indigenous students to help alleviate the financial burden they see when they embark on a tertiary education. 

Now in its 16th year, the scholarships – primarily funded by the Bank’s nation-wide Community Bank network – can be used by recipients to help finance the cost of travel, accommodation, tutoring, course materials or study equipment. 

As well as our important work on ESG and nurturing the leaders of tomorrow, the Board has continued to prepare itself for what lies ahead. Since last year’s meeting, we have made two new appointments to our Board – being Victoria Weekes and Alistair Muir. 

And as I mentioned both standing for election by shareholders at today’s meeting and so I will formally introduce them to you again later in the agenda. 

This year also saw the departure from our Board of non-executive director, Jan Harris, who retired as a Director of the Bank in September 2022. 

Together with my fellow Directors, I would like to acknowledge and thank Jan for her significant and lasting contribution. She was an outstanding Director, who served the Board and its shareholders with enthusiasm, diligence and dedication. 

On behalf of the Board, I would also like to take this opportunity to address you, our shareholders, regarding comments made by Suncorp Bank – at their AGM in late September – in relation to its proposed sale to the ANZ Banking Group. 

While our Bank remains firmly focused on its organic growth strategy, it does from time to time consider mergers and acquisitions that will create value for shareholders and customers. 

Whilst we do not comment on these type of activities in the normal course of business, given this one is public we do believe it’s important our shareholders are fully aware that Suncorp avoided engagement with our Bank – despite repeated approaches – and instead announced a transaction with a big four bank. We believe this will only further entrench Australia’s banking oligopoly and provide sub-optimal outcomes for customers and communities. 

The proposed sale of Suncorp to ANZ Banking Group is still to be approved by the relevant Federal and State Governments and the ACCC, and we await their respective decisions with interest. 

Regardless of the outcome of that process we remain focused on the significant organic opportunities available to us as we pursue our strategy to be Australia’s bank of choice. The Bank remains well positioned to support all its stakeholders and to adapt to the ever-changing macro environment, as it has done many times throughout its 164-year history, through continued investment in our systems via our Transformation Program and improvement of risk management frameworks via our program we call BEN+, as we become a bigger, better and stronger bank. 

Before I conclude my address, I personally, and on behalf of the Board, do want to express our thanks to you, our shareholders, for your continued support and loyalty. We know we don’t exist without you so it is something we do not take for granted. 

Finally, and also importantly, I would like to thank all our people and partners across the country, who have worked tirelessly throughout this year to directly support our more than 2.2 million customers. 

Their work is hugely valued by the Board, and we wholeheartedly thank them all for everything they do, every, single day. 

Thank you for your attention and I very much look forward to having the opportunity to chat with some of you over a cup of tea and a sandwich after the formalities of today’s meeting have been completed because we haven’t been able to do that recently. I know I’m excited about that and I hope you are too. 

I now invite Marnie to make her address. We will play this short video while she makes her way to the lectern. 

[VIDEO PLAYS] 

Marnie Baker: Good morning, everyone. It is my pleasure to be here with you again in person and it’s wonderful to see so many people here in the Capital Theatre. 

For the benefit of those who are vision-impaired or listening via the telephone I too am happy to provide an audio description of myself. 

I am of average height, pale complexion with long straight brown hair, and I am wearing a dark green jacket and white blouse. 

I had the opportunity while Jacquie was speaking to peruse the crowd here and I would like to also just call out - and I hope I don’t leave anyone out here - but I would like to acknowledge that we have two of our past chairs here in the audience in Robert Johanson and Richard Guy, so welcome. I know you’ll be critiquing the Board as we go through today. 

As Jacquie has noted I am based in Bendigo and grew up in regional Victoria and grew up in regional Victoria and as Jacquie said, our hearts go out to those affected by the recent floods. It is heart-breaking to see the impact floods around the country are having on thousands of families, homes and businesses – including many located here in Northern and Central Victoria where I’m located. 

We do know from experience that this is just the beginning of a long road to recovery for the many people whose homes and farms have been inundated. 

We also know those affected need support swiftly, which is why the Bank was the first to activate its assistance package offering loan deferrals and fee waivers to customers affected by the floods. As the magnitude of the devastation became clearer, we were also the first bank to extend loan deferrals out to six months for eligible agribusiness customers. 

The Bank has and will continue to support customers affected by floods and other events in many ways. Our Rural Finance division will oversee the Victorian State Government’s relief program for primary producers, while our charitable arm Community Enterprise Foundation – has launched a Victorian Flood Appeal to support those most affected. For those of you who are eager to help, I encourage you to donate through any one of our branches Australia-wide or via our website. 

We know our communities will need lots of support to aid their recovery over the immediate, medium, and long-term. In line with our more than 164-year commitment to support Australian communities, our Bank stands ready – as always – to support those experiencing the toughest of times. 

When I further reflect on the past financial year, I am reminded of the other significant challenge our Bank faced – the persistent impact of the COVID-19 pandemic – which continued to affect the livelihoods of our customers, their communities, and in turn our operations. 

The autumn and winter months were dominated by rising COVID-19 cases and a seasonal influenza outbreak which contributed to an increase in temporary closures across our branch network – and businesses everywhere – as we managed and tried to mitigate the risks posed to our staff and customers. I’d like to thank our customers for their patience and understanding for any inconvenience felt during this time. 

As I mentioned in my letter to you in our 2022 Annual Financial Report, viewed through this lens, our Bank’s performance in Financial Year 2022 – against both financial and non-financial metrics – was a credit to the outstanding work of every one of our employees across the country. 

We successfully delivered on what we promised – in a difficult and competitive environment – by growing loans and deposits and customer numbers while simultaneously reducing costs, improving our cost to income ratio, maintaining a strong balance sheet, preserving our credit quality and producing a record cash earnings result. 

As stated at our full year result for Financial Year 2022, we continue to strike a balance between managing volumes and margins, targeting sustainable revenue growth as system credit growth slows. 

The rising interest rate environment is providing Net Interest Margin or NIM tailwinds to the banking industry, and to ourselves. 

Our focus on costs has not wavered against a backdrop of rising inflation and we are managing for positive jaws, and a further reduction in our cost to income ratio towards our stated target of towards 50 percent in the medium term. 

Credit expenses remain benign, reflecting the quality of the portfolio and where we are in the credit cycle. We will continue to monitor our portfolio carefully as we expect credit expenses to trend back towards long term averages over time. 

Our Financial Year 2022 performance is further evidence our strategy, and our strategic imperatives to reduce complexity, invest in capability and tell our story, are working. 

We remain Australia’s most trusted bank, with the most satisfied home loan customers in the country and with Net Promoter Scores the envy of our competitors. 

Earlier today, the Bank released a quarterly update which showed continued improved cash earnings and income against a backdrop of higher interest rates, inflationary pressures and a more subdued lending and deposit market. Both net interest margin and return on equity are higher for the period and reflect our commitment to sustainable earnings growth. 

Our vision – to be Australia’s bank of choice – remains unchanged and we believe our success is driven by our stated purpose to feed into the prosperity of our customers and communities, not off them. 

It’s this unique sense of purpose, combined with our people’s dedication to putting our customers at the very centre of everything they do, that continues to set us apart from other financial institutions. 

As we face into new challenges, I remind myself and the team that it has never been more important to continue to focus on – and improve – the aspects of our business which we can control – namely, our vision, our focus on customers and the community, and the execution of our strategy. 

In line with this commitment, in February this year, we combined our business and agribusiness divisions and confirmed a refreshed and accomplished Executive team. 

This included the appointments of Andrew Morgan as Chief Financial Officer and Adam Rowse as Chief Customer Officer Business and Agribusiness Banking, both of whom are in the audience this morning. Bruce Speirs, an existing member of the executive team, was appointed Chief Operating Officer. I would like to formally thank Alex Gartmann and Travis Crouch who both stepped down as executives during the year for the substantial contributions they both made to the Bank. 

As previously outlined by Jacquie, Financial Year 2022 was a significant year for the Bank’s ESG and sustainability approach, as we made important advances with our ESG agenda. 

Our determination to succeed in this area is complimented by our commitment to strengthening communities through our unique Community Bank model. Since the model’s inception in 1998, our Community Bank partners have returned more than $292 million to local communities and initiatives Australia-wide. 

This continued in Financial Year 2022, with our Community Bank model recording strong customer and deposit growth, which were positive contributors to our performance, and in turn, helped benefit countless communities across the country by providing new infrastructure, invigorating local activity, and strengthening the social and economic fabric of the places we call home. 

I look forward to continuing to work closely with our Community Bank partners, as we take what is special and unique to our Community Bank model and reimagine it for a digital world, ultimately ensuring its success and relevance for many years to come. 

While much has changed in the world of banking, I believe there will always be consumer appetite for a genuine and competitive, community minded alternative – one that is digital by design, and human when it matters. 

In recognition of this and the need for our Bank to continually evolve to better meet our customers’ ever-changing expectations, our organisational and digital transformation continued to gather pace during the year. 

Year-on-year, the Bank reduced its number of core banking systems and technology applications, increased its volume of cloud-based applications and delivered more sales via digital channels. We also significantly grew our digital customer base. 

Last November, the Bank also completed the acquisition of Melbourne-based fintech, Ferocia, which has allowed the Bank to consolidate ownership of Up – Australia’s highest rated banking app – and deliver its flagship digital home loan product, Up Home. 

With close to 600,000 customers and over $1 billion in deposits, Up is empowering a new generation of savers and adding an important demographic to the Bank’s customer base at a low cost of acquisition. Up Home – our recently launched digital home loan offering – has to date approved $37.6 million in loans and settled $17.7 million. 

Our BEN Express digital home loan product – powered by home loan approvals platform Tic:Toc – settled more than $50 million in loans in Financial Year 2022. Providing this level of growth continues in Financial Year 2023, we could see as much as $200 million in loans settled through this channel over the next 12 months. 

In addition, our commitment to creating connected, seamless customer experiences was further highlighted just last month, when we became one of the first Australian banks to roll out the new PayTo digital payments service to our Bendigo Bank customers. 

The swift roll out of the PayTo service – which allows customers to better manage their payments through our online banking app – is another example of the progress being made on the Bank’s digital transformation, which remains focused on delivering and embedding digital capabilities, and reducing complexity. 

A tighter focus on returns, execution, sustainable growth and leveraging the investments made to date will drive the next phase of our transformation program, so we can continue to improve our overall returns for you, our shareholders. 

While the opportunities presented by the digitisation of services are considerable, we have been reminded in recent weeks the risks of getting it wrong are commensurate. You’re all likely to be aware of several recent cyber security breaches at various companies, which have affected millions of Australians. 

While our systems were not compromised by these breaches, they have underlined the pivotal role our team of technology and cyber specialists play in protecting our customers, shareholders and communities from the impacts of cyber-crime. We take cyber security very seriously and we remain vigilant and on high alert about cyber-attacks. 

It is an important role that we play in managing risks on behalf of our customers. As we grow it is important the bank continues its investments in this area and delivers increasingly mature risk management practices. We know that this is critical to making us a better bank and continuing to hold the trust of all of our stakeholders. 

As 2023 approaches, a combination of growing inflationary pressures, rising interest rates and wages, a tight jobs market and general global uncertainty, means the economic outlook remains complex, challenging and in flux. 

Cash rate increases from the Reserve Bank are beginning to have an impact on property values in some markets and we can expect credit growth to moderate, and competition to remain intense. 

Taking these headwinds into account, we will continue to manage our costs diligently and focus on strengthening the returns we derive from our investments, so we can continue to future-proof our business and improve overall returns to you, our shareholders. 

To deliver these returns, we must continue to execute on our strategy, and I am confident our highly capable team, guided by our refreshed executive leadership group, will continue to meet – and exceed – the expectations of our customers and all other stakeholders. 

We remain, as we have always been, a bank with heart and heritage, and we stand united in our purpose of feeding into the prosperity of the community, not off it. 

Over the course of the past year, we lost two people who I had the privilege to work with in the early part of my career and who personified this purpose. Given we are here in person today in Bendigo I 

would like to say a few words about them, as they will be well known to many in the audience and were regular attendees at our AGMs. 

In April earlier this year, Brian Thomas, a former Deputy Chairman of Bendigo Bank passed away at the age of 95. 

Brian was the driving force behind several key acquisitions, the initial expansion of our branch network and he also oversaw the Bank’s earliest forays into technology, which would later become a hallmark of the group. 

Brian was thoughtful, considered, respectful and respected. He had a strong sense of ethics as well as what was needed to ensure the organisation was financially strong and able to withstand difficult times. 

In September, Doug Laity, one of Bendigo Bank’s longest serving and most loved employees, also passed away, aged 90. 

Doug’s career with the organisation spanned 48 years and his service was formally recognised in 2006 when one of the laneways adjacent to the Bendigo Centre was named Laity Lane in his honour. 

Doug knew everybody by name and made every customer feel special. He was well known in Bendigo as “Mr Bendigo” and his personal approach to banking laid the foundations for how we treat our customers today - putting them at the centre of everything that we do. 

It is important we acknowledge both men today and their contributions to our organisation and we offer our condolences to the families of both Brian Thomas and Doug Laity. 

Finally, in closing, I would like to sincerely thank: 

All our customers for your advocacy and the opportunities you provide us to do business with you. 

Our 7,000 staff across the country, who have done a fantastic job again this year to provide our customers with the best possible experience in what has been, sometimes, trying circumstances. 

Our partners and suppliers for the support, capability, and knowledge you provide our business. 

The Board for your ongoing support and guidance. 

And you, our shareholders, for providing us with your strong backing and support for our vision and multi-year growth and transformation strategy. 

So, thank you for your time today and I look forward to speaking with many of you at the conclusion of this meeting. Thank you. 

Jacquie Hey: Thank you, Marnie. I will now turn to the formal business of the meeting. 

The first item relates to the Bank’s Financial Report, Directors’ Report and Independent Auditor’s Report for the financial year ended 30 June 2022 

The 2022 Annual Financial Report was made available to shareholders in September. Our external auditors Ernst & Young issued an unqualified opinion on the financial report. I note there is no requirement for shareholders to vote on this item of business. 

Ahead of this meeting, Shareholders were provided with the opportunity to submit written questions to the Auditor about the content of the Auditor’s Report and the conduct of the audit of the Annual Financial Report. 

I will now shortly take any general questions on the Reports, other general matters or questions to the Auditors. 

Given this is a hybrid meeting, I will rotate between shareholder questions submitted in advance, questions from those shareholders here in the Theatre and questions that are coming in online. Robert, could we begin with some of the most common questions that were submitted in advance. 

Robert Musgrove: Thank you, Jacquie. I preface my announcement of these questions by saying some have been adjusted slightly for reading ease and similar questions grouped for brevity. 

Several shareholders pre submitted questions relating to our branch network. These shareholders included Mr James McCracken, Mr Alfred and Mrs Helen Hass, The Breshep Super Fund, Denstone Investments Pty Ltd, Mr John Ryall, Mr Graham Peck, Ms Sandra Ellies-Nock and Mr Ronald Davis. 

The question from Mr Davis best captured the shared themes of these questions when he asked: 

The Big Four banks are closing branches and giving redundancy to staff. How are we travelling, are we to close branches? (I know a lot of people never go to a branch of the bank) Internet banking. 

Thank you to all those shareholders. Obviously, this is an important point to our shareholders, and I'm not surprised we've got a number of questions about it. 

You’re right, all these people that have asked similar themes of the same question about branches. Our customers are continuing to change their banking habits in line with the latest advances in technology. 

This means that we do have to think about and have a regular review of our physical branch network and how customers want to and are transacting with us to ensure it continues meeting those evolving needs. 

I think it’s important, and let me be super clear though, our branches remain a critical part of our retail distribution strategy and they provide a significant base for our customers and our community connection. 

So, we’re very committed to and actually quite proud of the role we play in communities right across Australia and branches are an important part of that but it doesn’t mean there won’t ever be any change. 

So that shareholders are fully informed, I think it’s good you have the facts. 

In Financial Year 2022, seven corporate branches, six community branches and two Delphi branches were closed. We did open a new branch in Gerringong, NSW. 

As of today, we have 131 corporate branches, 301 community branches and eight Delphi branches. 

We absolutely punch above our weight when it comes to number of branches and whilst we of course service those living in CBDs, we have the majority of our branches located in regional and remote Australia, so we continue to service well, and in person, regional and rural Australia. 

We also have more branches per customer population than any other bank in Australia, including the major banks. 

So whilst honestly we don’t know what the optimal number of branches in the future is, we do know more customers are choosing to do their banking online. We will continue to carefully balance our ongoing investment in physical and digital infrastructure. Physical being the branches and digital being online. 

Any decisions we make on future changes to our branch footprint – adding new branches or closing or remodelling existing branches – any decisions we make we will continue to make on a case-by-case basis and they will continue to consider customer banking habits, community needs and other local stakeholder requirements. 

I really encourage customers who are reliant on branches to keep talking to your friends and family about it and make sure that as many as possible use it and do their banking in there. If that happens then of course we will continue to keep more and more branches open. 

We’re acutely aware of our social licence to operate as a bank but this does have to be balanced with the commercial returns expected by our shareholders, so we’ll continue to hopefully get this balance right as we go forward. Robert, next question. 

Robert Musgrove: Thank you, Jacquie. Shareholders Mr Andrew Wesley and Mr Robert Hanlon both pre submitted similar questions in relation to our Community Bank model. Mr Hanlon asks: 

What is Bendigo’s direction for Community Banks? We see all Banks (including Bendigo) closing branches, but the community ideals are to provide banking to small communities, are you going to be like the Big 4? 

You have tried so hard over the last 6 years to promote being the 5th biggest bank in Australia, but I know from talking to people no one really knows. Bendigo used to be the best small bank in Australia is this not better than being the 5th biggest? 

Jacquie Hey: Thank you for that question – a very relevant one and a good one. To be totally clear, our references to being the better big bank is that to be clear to our customers that we do offer a wide array of needed banking products and services, to people, house owners, farmers, small business 

operators. So, that is the reason for us having that tagline, and being clear that we are a better big bank and we do offer all those services. 

It is definitely not to say that we want to be like the big four. Quite the opposite, in fact. We remain very resolute in our commitment to strengthening our communities through our unique community bank model which Marnie talked about a bit earlier. 

It’s interesting to note that since the model’s inception in 1998, our community bank partners have returned more than $290 million to local communities and initiatives Australia wide. 

I know Marnie said that, but I repeat it, because I think it's an important and impressive statistic. This continued, again into financial year 2022, and our community bank model returned strong customer and deposit growth which in turn helps them benefit countless communities across the country, by providing that new infrastructure, by invigorating local activity, by strengthening the social and economic fabric of the places that we all call home. 

So, next year, we’ll celebrate 25 years since the opening of our first community bank in Rapanyup/Minyip. I look forward to continuing to work closely with our Community Bank partners, as we strive to evolve the Community Bank model and ensure it remains successful for the next 25 years. 

Ultimately, our aim is to take what is special and unique to our Community Bank model and to also reimagine it for a digital world - in essence, one that is digital by design, and human when it matters. 

While not much, well quite a lot actually, has changed in the world of banking, I believe there will always be consumer appetite for a genuine and competitive, community minded alternative, and we will continue to provide that. 

As all of our customers know and all of our customers like, we will continue to help them that way to achieve their financial goals. 

We’re Australia’s better big bank and the most trusted, our vision remains to be Australia’s bank of choice, underpinned by a purpose to feed into customer and community prosperity, not off it. So hopefully I’ve answered the concerns in that question. Thank you, Robert. Next question please. 

Robert Musgrove: Thank you, Jacquie. Four shareholders - Mr Jason Everall, Mr Lyle Geyer, Ms Sandra Hill and Ms Christine Corby - submitted questions in relation to the Bank’s share price performance and shareholder dividend returns. Mr Michael Sandiford also asks: 

Will the Board thank shareholders for their Loyalty? 

Jacquie Hey: Thank you, shareholders for your questions and a very obvious one to ask today, so thank you for that. 

Marnie and I both expressed our gratitude to you our shareholders, for your continued support and loyalty, and I like to take the opportunity to do this once again. It isn't something we take for granted. I suspect however that these questions were more focused on financial thanks than a word of thanks, so let me address that. 

As shareholders ourselves, your entire Board would always prefer the share price to go up and not to go down, but we do recognise it moves both ways, particularly in these volatile times. 

When reflecting on the share price, we do need to make considerations for what’s going on in the world - the immediate and ongoing uncertainties in the share market, and the economy as a whole. We all know we are currently experiencing this. 

The Bank is not immune to these uncertainties but what is within our control, is that we continue to focus on delivering positive results and that is what we will do. 

Over the last 12 months to Friday 28 October, which was the last comparison update I had, the Bank had produced the second-best total shareholder return among Australia’s six largest banks. Over this same time, we also outperformed the ASX 100, the ASX 200 in fact now that I think about it. 

With regards to our dividend payments, as I mentioned in my speech, the Board’s declaration of a final dividend of 26.5 cents per share, took the fully franked, full year dividend to 53 cents per share - a rise of six percent on Financial Year 2021. 

From a share price and a dividend perspective, we always want to do more, and I know you will always want more, but I think it’s a pretty impressive return over the last year. 

When we do think about dividends going ahead, your Board needs to consider that appropriate balance between continuing to provide strong returns to our shareholders in the short term but also continuing to fund our asset growth, fund value adding investments which will provide those improved returns in the medium and long term. It is always a balance, and that balance needs to be considered each time we declare a dividend. 

So, Robert, I think we might move from pre submitted questions and see if we have any questions in the audience in the Capital Theatre. 

Robert Musgrove: Certainly Jacquie. Collin Brady, who works in our Managing Director’s Office is in the audience and ready to facilitate questions from shareholders and proxyholders who are present. 

I now invite shareholders or proxy holders to move to the microphone to submit questions. 

Please show your shareholder or proxy holder card and provide your full name so you can be introduced to the meeting. 

Collin Brady: Jacquie, our first question from the floor is from Robert Pelly. 

Robert Pelly: I have been a Bendigo Bank investor right back to the original days of the Bendigo Building Society. I do agree that the Bendigo Bank is fast becoming Australia's most trusted and responsible bank. I do appreciate that the bank's philanthropic initiatives regarding scholarships, solar transformation, and various other initiatives. However, I wish to remind all board members that I don't see many Elon Musk's in the audience today. Investors here today are mostly modest investors, so the board must first consider the share value, and dividend returns as their core enterprise for its hundreds of thousands of small and medium value shareholders. Could you please comment on these thoughts? Thank you. 

Jacquie Hey: Thank you for your thoughts and they are good ones. Let me be clear, we do talk a lot about our initiatives that we are doing in climate, in Indigenous, in gender equality, inclusion, because they are important societal issues today. And we will continue to talk about that, and we’ll continue to do the right thing there. 

When we talk about investments in community, a lot of those investments, and I’ll use the example of scholarships, come through our community banks, and we’re in partnership with them. And the partnership is set up to allow them to run banks, and then we share the return of their branches, half of which goes to investing in their local communities, and half which goes back to profit. And then we run the bank as well, all of which comes back to profit to the bank. 

So, we have a mixed lot of stakeholders we need to manage, but your board is very clear that our role is on behalf of shareholders, and we certainly look at dividends, and we need to balance them. The balance is not should we give more elsewhere and less to you, it is how do we make sure this bank, 164-year-old bank, and I’m sure you didn’t bank with us from day one – I’m looking at your age - I appreciate you’ve been with us for a while, we need to make sure the bank continues to deliver to shareholders in the short-term, medium-term and long-term. And the medium and long-term requires some investments. Hopefully that gives you a view of the kinds of things we think about when we go through this. And thank you for your question. 

Collin Brady: Jacquie, our next question comes from Mr Eric Pascoe, who is also representing the Australian Shareholders Association. 

Eric Pascoe: Yes, Madam Chair, I am representing the Australian Shareholders Association and we’re holding 2.6 million proxy votes on behalf of 364 shareholders. Ms Hey, the trading environment appears to have become more difficult for second-tier banks, they appear to be at a competitive disadvantage to the big four banks, mainly because they don't have a large enough revenue base against which to defray their major fixed costs. Is this the case, and what options or strategies are the board considering that will fundamentally improve your competitive position? 

Jacquie Hey: Thank you, Mr Pascoe, and to the ASA for joining us today. I think Marnie covered a little bit of this in her speech, so I won't go through it again. But I’ll just reiterate that the investment in digital is an important investment for us, as a smaller bank than the big four, to make sure that we can continue to be competitive into the future, can continue to attract customers who have different ideals about what the bank means. And, being different is also important for us to continue in the future, and by being different, I mean being community minded, our community bank is certainly a large part of that. 

We do have investments in regulation and compliance that we do have to do, similar to the big four, and similar to banks much smaller in size than us, and so we have to make those right priority calls about how to do that and when do that in the most efficient and effective way. But Marnie, I might ask you to comment a little more, without repeating your speech, about the kinds of things that are important in the longer term, to ensure the sustainability of the Bank which I think is where your question was coming from. Because I won’t be here in 164 years’ time but hopefully someone like you will be. 

Marnie Baker: I know I won't be here in another 164 years. But, yes, just firstly, Eric, and it is great to have you with us here today, there is actually an advantage also about not being the size of a major Bank in a sense that you tend to be a little more frugal with your money and a bit more agile and adaptable as well. So, I will just make that note. While sometimes there is a disadvantage of not having that scale, and we do need to have scale, given a lot of our fixed costs, if we're talking about investments and things we are doing for the future, we just need to be a lot smarter about how we do that. 

Look, it is going to be really important to be relevant into the future, not only thinking about and I know and I think in my 33 years in banking, it was a lot simpler back when I first started in banking and all you did need to think about was your customers, making sure you had the right products, making sure you had the right branches in the right areas to be able to service that, it is a lot more proliferated now and the work we are doing especially in our digital transformation means we are able to actually meet and be relevant to more people right across Australia as we do grow as an organisation, because I genuinely believe as I know that as shareholders you believe that we are a true alternative and a differentiated alternative to other banks. 

For us to emulate the major banks that is not a smart strategy. In the first instance, just to be a small version of a large bank. It does not make sense for us regardless of how you think about it. So, it is about just thinking about, what value do we add and what value can we add to all of our stakeholders? How do we differentiate our strategy? They are the type of investments I spoke about before and the things we’re doing, is ensuring that we do retain that relevance well and truly into the future. 

Collin Brady: Jacquie, the next question comes from Mr Norm West, who is also representing the Australian Shareholders Association. 

Jacquie Hey: We’re very privileged to have both of you here today. 

Norm West: Thanks Coll. Yes, I’m also a shareholder for many years. Firstly, congratulations to everyone to get the gang back and the party going back here again and I hope it continues for a long time and we don’t go to the virtual meetings. OK. I have a query rather than a question, and it is to the auditor. The auditor has commented on the impairment assessment of goodwill as a significant event, mainly because the amount of money that is covered in there so I went and looked that one up. In 2021, it was 1.4375 million and, in this year, there has been an addition of 91.3 and 1.3 taken off, something was sold. The goodwill is 1.527.5. Now, basically as a layman, that looks as though the goodwill has not changed. I'm not querying the auditor being on the ball, what I want to know as a layman is, under pandemic effect, how is it that goodwill basically has not changed? 

Jacquie Hey: So, I might start and then ask our auditors to make a comment. Goodwill, and I do not have the exact pages you were looking at there, but goodwill does get reviewed annually or twice a year in fact. We make sure we go through a very formal process, and we did acquire Ferocia during the last year and so when we acquire things we can, goodwill can change. But I might ask our auditor, Tim Dring, to talk perhaps more generally because you may not have those exact figures in front of you but talk more generally about goodwill and how it can go up and down and the process you take to review, which is more important than my view on how we do it. It is good to hear from our auditor. Tim from EY. 

Tim Dring: Sure, thanks for your question, Mr West. Jacquie is right. At every reporting period the company undertakes an impairment assessment of goodwill which is in accordance with accounting standards. Unlike other intangibles which are amortised, goodwill is not, so therefore, we undertake an impairment assessment each half. In relation to that assessment, management prepare a complex discounted cash flow model. As auditors and it is detailed in the report, we undertake a number of procedures in relation to those assumptions, tying that back to the business corporate plan, if you like, the number of key drivers in that assumption including margin, growth assumptions and also discount rates. You know, we attach that with a fair bit of rigour as well, we also involve our economists and other experts as part of the audit team, going through those assumptions as well. 

Jacquie Hey: Thank you, Tim. 

Collin Brady: Our next question comes from Brenton Griffith. 

Brenton Griffith: Thank you, Madam Chair. Banking, as you related earlier in your speech, has not really changed in the last two or 300 years where we buy money at wholesale and sell it at retail. But with the advent of crypto style currencies, things will change a lot. With words like blockchain, digital wallets, they will become the norm as they are already the norm, like it or not. I have noticed that over the past couple of years the people that we have employed have come mainly from other banking institutions. What I would like to know is with the money revolution that is coming and the changes that are coming with the digital currencies, we have got to be able to have people who think outside of the norm. Innovators. Not only in product but in an entirely different way of handling currencies. Because the people will be able to handle their own currencies, who have we got in our employment now that can actually handle this innovation? 

Jacquie Hey: Thank you for your question and it is a very good one. I will address it a bit broader than bitcoin because I think there is a whole range of digital interactions in the way that people Bank today that they didn’t Bank five or 10 years ago. As you say, banking has been very stable for a while, but it is certainly changing. When we look at, if I take the board first of all, if we look at in terms of who we have on the board, we need some bankers because it is still important to have people who understand banking and we have that. We need some people who come from the technology industry, which is Vicki and myself, we both have technology backgrounds. And most recently we have appointed Alistair Muir, Alistair is an entrepreneur, an innovator, he comes from the digital world, this is what he has done in his career. To me, he is young but in terms of his experience, he has got 20 plus years’ experience working in the world you were just talking about. It is important to us on the board, and then we have people who have other experiences in audit, in professional services, it is important we have that difference among the board so we can have a conversation, listen to different points of view, we can challenge ourselves and challenge our management in terms of their direction. If I then talk a little bit about the company itself, certainly we have on our executive team some people who are very well experienced in working in that background and have been there for quite some time. I do not think you can see, but right at the end we have Ryan Brosnahan, who has come from and leads our digital transformation and digital area and he understands this very intimately. We acquired a company last year called Ferocia and with them came around 80 employees who live and breathe this world. And who challenge us. So, the future - over the last 164 years it has changes a lot - over the past couple of years it has definitely changed a lot, and we continue to refresh ourselves and the expertise we have to handle that, but very good question, thank you. 

Brenton Griffith: Thank you, Madam chair. 

Jacquie Hey: Collin, do we have any other questions, or I might just move and ask Robert if there are any questions coming in by telephone or online? 

Robert Musgrove: Yes, Jacquie. We have a question from Mr Russell Patterson. 

Your report includes a detailed section on the various risks that the Bank faces however, there does not appear to be any financial provision or insurance for this. Should the Bank have a provision or insurance in view of the recent failures by other corporations to protect customer data? 

Jacquie Hey: So, we do have cyber insurance. It may not be clear in the risk part of the report. The risks talk about all the risks and just to be clear for those who read those sections, we have to imagine every possible risk that can happen because it keeps us on our toes. But I think your question is probably most importantly, do we have cyber insurance and yes, we do. Next, is there any other questions online, Robert? 

Robert Musgrove: Yes, Jacquie. We have a question from Mr Stephen Mayne. 

As a City of Manningham councillor, I'd just like to place on record our appreciation for the great work Bendigo's local community bank branches in Doncaster, Templestowe and Warrandyte have done in our local government area. More than $5.5 million has been donated to local community groups by the East Doncaster based community bank including more than $600,000 this year alone. You are the only competitors to councils in terms of funding sport and community groups and have stepped up at a time when the Commonwealth Bank has just closed three of its five Manningham branches since COVID hit. The only issue is your ability to compete on deposits. Our council has almost $100 million in cash. Why won’t head office allow community banks to be more competitive in terms of attracting large term deposits from councils? 

Jacquie Hey: Look, I think I would probably flip this question around. We have very competitive deposit rates out there in the marketplace and we love to talk to local councils about that. We often find local 

councils are somewhat hampered by, they have to work with certain banks and it often ends up being the big four. But I'm going to hand to Marnie in a minute, but I would say we would be happy, Mr Mayne, to have a conversation with you and see how we can in fact, I can see our head of business banking here really keen to have a talk to you. I know you are on the telephone but I think we know how to contact you and we can do that to see if we can assist further. But Marnie, is there anything else you would like to add? 

Marnie Baker: No, I won’t add anything else except to say that Stephen, who I know well, we will introduce you to Adam and just make sure your local council is being looked after. 

Jacquie Hey: And we will make sure that you are not being prohibited or dictated to use only the big four, which we do find sometimes, so we would love to have that conversation with you and thank you for your comments about your local community banks. That’s lovely to hear. Robert, any more questions online? 

Robert Musgrove: Yes, Jacquie, we have a question from shareholder Denmark Dream proprietary limited. 

Chair and Board, what is the overall percentage or value of securitised and sold loans for the financial year including the Groups investments in its own securitisation programs? And what was the percentage or value for the same for 2021? Thank you, Rita 

Jacquie Hey: I’m probably going to send this to Marnie but as it is such a detailed question, we might want to come back to you with that answer, it is not something I have at my fingertips. 

Marnie Baker: Rita, I have your details, I can come back to you directly. I don’t have that information right here. 

Jacquie Hey: Thanks for your question and we will make sure we come back to you separately. Robert, any other questions online? 

Robert Musgrove: Yes, Jacquie, we have a question from Mr Craig Caulfield. 

ANZ is set to purchase Suncorp bank. I understand Bendigo was very interested. it would be a fabulous fit. Given Bendigo has a Customer Advocate program where disputes can be escalated and ANZ has closed their customer advocate doesn't this mean Suncorp bank customers would be better off with Bendigo instead of ANZ? 

Jacquie Hey: Thank you for your question. I did address that in my opening speech. I think the answer is yes. I would be very happy if you write to the ACCC and tell them you think that is the case as well. Thank you very much for your question. I might flip now and see if there are any more questions in person? No? Robert, anymore online? 

Robert Musgrove: Yes, Jacquie. We have a question from Mr Russell Patterson. 

How many customers has Up Bank attracted since the acquisition by Bendigo Bank and have the 550,000 customers you reported been retained? 

Jacquie Hey: Yes, we have done a really good job with the Up Bank, and I would like to thank all the team involved in that. It is something we are very proud of but Marnie, I’ll let you give the latest information. 

Marnie Baker: Even since reporting, we’re now at 600,000, so I think when we reported at the end of the financial year it was 550,000 so it just shows you how quickly it is growing and in comparison to our overall total number of customers within the group, we sit at nearly 2.3 million customers, so 600,000 of those customers have come via Up, so it shows you how quickly it has grown. I can’t remember exactly what it was at the point of acquisition, 12 months ago, but it has been a steady trajectory the whole time, and it has continued to grow, and we are not aware of any material loss of customers at all. The same as no material loss of staff as well through that acquisition. It's going very, very well. 

Jacquie Hey: Thank you. Robert, I might just go back to pre-submitted questions, do we have any pre submitted questions which have not yet been asked by someone online, or in person? 

Robert Musgrove: Yes, Jacquie, shareholders Mr Edwin Ham, Mr Kenneth Davies, Mr John Lovell, Mr Ronald Fiddes and Mrs Frances Fiddes, submitted questions in advance regarding mergers and acquisitions. These are best summarised by Mr and Mrs Fiddes, who ask: 

When is your Bank going to merge with Bank of Queensland and become a major banking company in Australia? 

Jacquie Hey: Thank you for those questions - quite a few people have asked that. The bank you see today is the product of more than 80 mergers and acquisitions over its lifetime. While our bank is firmly focused, as I said, on our organic growth strategy, we do, from time to time consider acquisitions that we think will create value for shareholders and customers. You’ll have heard my comments earlier about Suncorp and the reason I commented on those is that it is in the public domain. As I said when I prefaced those comments, we normally don't otherwise comment on M&A. Thanks for your questions, but there is probably no more comment I can make. Robert, are there any more questions that have come in online, in advance, or that we haven't answered yet? 

Robert Musgrove: Yes, Jacquie, three shareholders - Mr Leonard Maloney and Mrs Christel Maloney, Ms Shirley Arndt and Mrs Megan McMeeken - all pre submitted similar questions regarding cyber security. Mrs McMeeken asks: 

Please can you reassure customers that Bendigo Bank is doing everything to secure our personal data and account balances? 

Jacquie Hey: Thank you. Marnie mentioned this in her speech, and it goes without saying, that I’m going to stand here and say we take this very seriously, because we do. We use a combination of best practices to safeguard and make sure our systems are safe and to verify and protect customer data. We have to do that. And as you might expect we also work closely with cyber security agencies and intelligence services to make sure we can detect any malicious or abnormal behaviour. But, perhaps to give you that next level of detail, because I know this is an area I know people need additional assurance on at the moment, the bank over last 18 months has completed some 14 audits of its information security capabilities to make sure we’re constantly being challenged over are we doing everything we can possibly do. Including, most recently, the APRA prudential standard 234. And, were also very much make sure we’re continuing our ongoing program, which is constant in terms of uplifting security. 

We are confident about this, but not relaxed, not at all relaxed. This is an area that we need to, and we do monitor 24 hours a day, seven days a week. We do that because of the high-profile security breaches you have seen at other organisations. They have further for us and underline the pivotal role that our team of technology and cyber specialists play in protecting you, our customers, and our shareholders, and the communities from the impacts of cybercrime. I want to send a big thank you, to all experts and specialists who we rely on, for the amazing efforts, each and every day. 

Possibly worth talking from a customer perspective as well. The Bank maintains some general alerts, and a webpage with tips for how to keep your details safe. I look at this regularly, so I encourage you to do this as well. Importantly, know that we will never, ever ask you for your password, and no one should. If they do, you should never give it out. 

Also, Marnie talked about technology, we are promoting, PayID is another one, and it is pleasing to see an increase in that, and that helps with easier payments, and not having to input all of your account details. 

If you think you have been targeted by a scam, or you suspect something isn't right, then contact us, on 1300 236 344. You can find all of this on our web page, you’ll also find information on where to send any suspicious SMS messages, text messages, if you get them. So you can do that a number of ways but please look at our website to get all that information. 

The last thing I’d say is if you receive a call from anyone purporting to be from Bendigo Bank, and you weren’t expecting it, then ask for their name, go to our website, look up the phone number, call them and ask to speak to the person. Don't just engage in a conversation online. I know that seems like a whole lot of palaver to have to do, but that’s what I do, when I'm not expecting a call, because you just never know in these environments, who is calling you, unless you are expecting a call, or specifically going through a number you find on our website. So, ultimately, this is an issue that will require effort by government, industry, and by customers and consumers. The federal government is already examining cyber security issues and we will continue to work with them both directly and through the ABA. We remain ever vigilant here and so should you. Vicki, is there anything you want to add here? Vicki has a background in technology and is involved in this area. 

Vicki Carter: I think Jacquie you’ve covered it comprehensively. This is an area, as Jacquie said, we continue to invest in, and we need to acknowledge that these sort of attacks are on the rise, and you will have all heard, in the media, there is a reported incident every seven minutes now. So, we rely 

heavily on the intelligence of government and cyber agencies. We work with partners to ensure our 24/7 monitoring is strong and robust, and we do have a very comprehensive, information security program, and that program looks at how we identify issues, how well we are prepared to defend, and protect our customer information. And, what we would do in the event we had to react and respond. We measure that against industry benchmarks. We don’t just look at what we are doing and satisfy ourselves we are improving. We satisfy ourselves to make sure we are availing ourselves of best practice and measuring ourselves against industry benchmarks, and we’ll continue to do that. The board is conscious of this, our controls program is reported back to the Board on a frequent basis as well. Thanks Jacquie. 

Jacquie Hey: Next questions, Robert. 

Robert Musgrove: Thanks Jacquie. Three shareholders - Mr Lyle Geyer, Mr Anthony Corp and Mrs Judith Corp and Ms Karen Treanor - pre submitted questions relating to climate change and the Bank’s Environmental, Social and Governance policies. Ms Treanor asks: 

What is the Bank doing to reduce its carbon footprint? 

Jacquie Hey: Thank you, to all of those shareholders, and again, good questions. We are a values-based organisation and we have strong ties to the community. And we do recognise the positive but sometimes negative impact business can have on society. We’ve been on this journey for a while, and our 2022 sustainability report which I encourage everyone to read is on our website. In that report, we outline significant actions that the bank’s team is taking to reduce its carbon footprint, as well as the fact that we maintained our carbon neutrality, we attained a 35 percent reduction in our absolute emissions against our target of 50 percent by 2030. We have an increased percentage of our electricity coming from renewable sources, currently at 40 percent with a plan to achieve 100 percent by 2025. We have successfully completed a number of actions in the first two years of the climate change program, we will enter the third year now, we completed some transition risk scenario analysis this year, which looks at the risks in our book, and we take actions accordingly, and we’ve done some initial work to estimate our financed emissions, both of these are in our 2022 TCFD report. So, I might ask Richard, if there is anything additional, he would like to add here, because Richard has a strong background in the area as well. 

Richard Deutsch: Thanks, Jacquie, as the audit committee chair, this comes up through the audit committee as the conduit for the board. I’d just say a couple of things, firstly, in my previous executive roles I have seen lots of organisations and their approaches to ESG and sustainability. And what I like with Bendigo and Adelaide Bank is our true commitment to a greener future, and I think in the previous two sustainability reports, what underpins that, is a set of actions at the beginning of each period that are achievable, and we set them, and we go out, and we get them, and we get them done. I think that constant iterative improvement is something that is really strong here at Bendigo and Adelaide Bank. 

Jacquie Hey: Robert, any more questions online or pre-submitted? 

Robert Musgrove: Yes Jacquie, still on pre-submitted questions relating to climate change and the Bank’s ESG policies, Mr David Bryce asks: 

Has BEN a policy not to lend capital to borrowers who use the capital to progress carbon producing projects like coal and gas? 

Jacquie Hey: Thank you for your question, Mr Bryce, I think we had a similar one last year, so I will say the same thing. Bendigo and Adelaide Bank does not and will not provide finance directly to large-scale projects directly linked to large-scale electricity generation in the areas of coal, coal seam gas, crude oil, natural gas and we also don't lend to native forest logging. That is something that has been consistent for us for some time but again thank you for the question. Robert, anything else? 

Robert Musgrove: Thank you, Jacquie, that concludes the next most common of the pre submitted questions, however we do have questions submitted via Lumi. We have a question from Denmark Dream Proprietary Limited: 

Chair and Board, the Annual Financial Report on page 18 under operating expenses, states that non-credit losses and remediation costs increased $12.4 million from the 2021 financial year. This does not provide the actual total for the current financial year. Could you please confirm the current total and what the figure was for 2021? 

Jacquie Hey: This is another fairly detailed question, so it's not that I don't want to answer your questions, but these kinds of details, I don't have at my fingertips. So, again, we will make sure we get back to you with an answer. Next question. 

Robert Musgrove: Jacquie, we have a question from Mr Craig Caulfield: 

Chair you say in your annual report we put customers at the centre of everything we do. At first blush Net Promoter Score (NPS) appears Bendigo is looking after their customers, but NPS is simply an average of happy over unhappy customers. ANZ & CBA NPS is much lower however, Perpetual NPS is much higher. This simplistic measure fails to consider bank victims extreme cases, including small businesses where the regulator castigated and fined Bendigo for unfair contract wording. If you omit or ignore measures like customer complaints in IDR or Customer Complaints advanced to your Customer Advocate or number of people you to take to court to repossess properties then you are sanitising the real customer outcomes. I don't doubt Bendigo has many happy customers giving ten out of ten because a teller was very courteous simply doesn't rate with long standing aggrieved customer cases. Will the board research and consider replacing NPS with a more genuine collection of metrics? 

Jacquie Hey: Thank you for that question. We don’t just look at NPS as a board, definitely not. We hear from our customer advocate, every quarter, directly at the board, we question them directly, we get updates every month, on all of our customer satisfaction feedback, good, bad and otherwise. We also look at the tail of those that have been hanging around for a long time. I’m not going to comment on individual customer issues, but I can assure you the board is all over this, and the management, more importantly, or as importantly, is all over this as well. We pride ourselves on dealing with customers, and those who do get into trouble, we will work with them for as long as we can to try and find a resolution, so we will keep NPS, but we don't just look at NPS, we look at all aspects of customer advocacy and customer satisfaction, and all types of feedback that we get. Robert, any other questions pre-submitted or online? 

Robert Musgrove: Thank you, Jacquie. We have two further questions submitted online by Denmark Dream, the first is a technical question and in line with the previous comments, I recommend we respond outside today’s meeting. The second question, from Denmark Dream Proprietary Limited is: 

Chair and Board, what jurisdiction does Bendigo have for cybercrimes and how does Bendigo ensure protection of their customer’s personal information, specifically regarding international transactions and third-party involvement where customers are unaware Bendigo has assigned their loans to a trustee who securitises these to overseas investors secured by the borrower’s assets? 

Jacquie Hey: Thank you for your question, I'm specifically not going to get into how Bendigo does its cyber security because that’s just feeding into people who would like to know how we do it and giving them more information, so I will not go into any further details on how we do it. I think that between myself, Vicki and Marnie we have covered very clearly that we do, do it, we take it very seriously and we will continue to do so. Robert, I'm going to ask you to see if there any more pre-submitted, unique questions that have not been asked already? 

Robert Musgrove: Yes, Jacquie, we have several pre-submitted questions from shareholders including Mr Robert Walker, Mrs Heather Walker, Mr Luigi Bucello, Mr and Mrs Spark and Ms Cheryl Hill, pre-submitted enquiries relating to interest rates and products for shareholders. Ms Hill asked: 

I would likely transfer our banking to Bendigo Bank if its interest rates on term deposits were more attractive. How does Bendigo Bank hope to retrain and attract new customers while offering uncompetitive interest rates for cash? 

Jacquie Hey: Thank you for the questions, I think we have partly answered this, but we do take a range of factors into account when we make our pricing decisions, including balancing the needs of borrowers and shareholders and savers. We are actually doing fairly well now in our deposit side of the Bank. But it is important to look at how we satisfy our requirements and from time to time we definitely offer specials to retail customers. Marnie, is there anything more you would like to add here? 

Marnie Baker: I would just encourage anyone to go into your local branch or give the Bank a call if you are concerned that you were not getting an offer commensurate with what you are looking for. We need to understand your own individual circumstances and make sure you actually are in the right product and/or term if it is a term deposit, to suit your particular needs. I would just encourage any individual questions along those lines. If there are others within the audience here today, we do have people from our branch, our retail network here, as well, who can help out if anyone has any specific questions. 

Jacquie Hey: I think it is important you have that conversation and it is important that we recognise that people who have been saving have not had a great time during low interest-rate environments, so we do recognise your pain and we now recognise the pain of the lenders as the interest rates go up, that is, as I think our first question talked about, as banking goes over time. Robert, our next question? 

Robert Musgrove: Yes Jacquie, we have a question from Stephen O'Rourke Proprietary Limited who asks: 

What are you doing to get cost to income ratio down from 59.4 percent to market competitive 50 – 45 percent? 

Jacquie Hey: Given Marnie addressed this quite comprehensively in her speech I’m going to assume that answered your questions. But obviously this is something that we look at in everyday business, we look at it as business as usual, we have programs to make sure we are as efficient and effective as possible. Next question, Robert? 

Robert Musgrove: Jacquie, we have a question from Mr David Hansman: 

Would the board consider an AGM in Adelaide? Are not many shareholders based in South Australia? 

Jacquie Hey: Thank you Mr Hansman. And we clearly have an Adelaide shareholder here, so welcome. This AGM is the first time we have been back in person since 2019, it is lovely to be here with other people in this theatre. But we also recognise and as you can hear by what is happening, the world over the last couple of years allowed us all to do things in a slightly different way which now allows shareholders from all over Australia to join in with the meeting via the telephone, via streaming online, via listening in many different ways. We do now allow people all over Australia to participate and I think that is great. I will give a special welcome to our South Australian based shareholders, the couple sitting here plus all those listening online, to assure you about the board’s interest in South Australia. We meet three or four times a year in Adelaide, so we continue to understand what is happening in that very important market. But I feel like with hybrids, we will probably keep going here, but happy to take the input and think about it going forward. Any next questions, Robert? 

Robert Musgrove: Yes, Jacquie, shareholders Patricia Vorchheimer, Mr John McDonnell, and Mrs Nola McDonald, pre-submitted questions regarding cheques. Mr and Mrs McDonnell ask: 

At what stage do you foresee the cessation of cheque facilities as older citizens, older farmers for example, find them essential. If delayed for a few years most would not need them. 

Jacquie Hey: Thank you for your question and I know cheques are very important to a proportion of the population. The cheque system has been in decline for some time as the payment system has evolved. I will ask Marnie to give you a brief update of where we think that will be and where we think the future will be? 

Marnie Baker: Like you said, Jacquie, the cheque system has been in decline for some time and as the payment system has evolved to offer some faster and probably some more secure and convenient ways for customers to complete those transactions. I think if you go back in my time and into the 80s, cheques accounted for almost all the entire non-cash payments. And I think they estimate now that it accounts for 0.2 percent of consumer payments is in cheques now. You can see how quickly over that period of time that has declined. I know the Reserve Bank and their payments policy area have said that it would make sense to remove cheques and close the system at some point in time and part of that is because of usage, and we are having conversations not only with the regulators about what they are doing, we are thinking about what that does mean for our own customers. And starting to have those conversations with customers now to ensure that people have an alternative. But I acutely know, I'm from a rural background myself, I acutely know that there are certain customer groups like the elderly and some of the more vulnerable, those that live in more rural areas, etc, and remote areas, where there is limited internet access, for example, to be able to make online payments. There has to be a well-established alternative for those type of people. Our aim is to ensure that customers are not disadvantaged out of that. I think we are actively monitoring customers usage now and like I said before, the direction the industry is taking. There is still various pieces of legislation and things like that we will need to go through before cheques actually are removed. So, it is not going to happen in the short-term, cheques will be here in the short term, so don't panic that cheques are going to be whipped away from you, it will be quite a process to do that. Rest assured that we will work with our customers at the right point in time when need be. But I do encourage, where you can, and we have got staff within the organisation that can help you to sort of become more familiar with other ways of actually making payments as well. 

Jacquie Hey: Thank you, Marnie. Robert, I might go to any last unique questions that have not been asked online or pre-submitted? 

Robert Musgrove: Yes, Jacquie. A final question from Mr Tim Lovell who asks: 

Employees are a key asset to the Bank and morale has a large impact on employee productivity. How is employee morale, feedback indicates morale is poor within the Bank? 

Jacquie Hey: Look, thank you for that. I think it is a very important to us that question, and our employees are a huge impact on our Bank, on our customers, and on the service that we provide to our very important people that go into the branch or that talk in person. We had around 77 percent employee satisfaction, so that is a good level. We are always aiming to make it more and we are very keen on investing in our employees, we’re very keen on the fact that they represent the values that we stand for, they care for others each and every day and those others are caring for our customers and caring for each other in the Bank as well. It is an important part of being a success, people is what it is all about. And we talk a bit about Digital, but behind digital are people, so it always comes back to people, employees and staff doing a magnificent job to support each other and the Bank and particularly to support our customers. I would like to again to reiterate Marnie and my thanks to all of them. So, we might if there are no other questions, Robert? 

Robert Musgrove: There are no other questions for this section of the meeting, Jacquie. 

Jacquie Hey: Thank you. We might go on to the next part of the meeting, please. So, I will now move onto the formal elements of our business as set out in the Notice of Meeting. These items do require voting by shareholders so I will declare that voting is now open on all items of business. Please submit your votes at any time during the meeting. I confirm that where undirected proxies are given to me, I will vote in favour of all resolutions to the extent permitted. 

The next four items relate to the re-election of David Matthews and David Foster, and the election of Victoria Weekes and Alastair Muir to the board. So, starting with David Matthews, we’re asking shareholders to consider, and if thought fit, to pass an ordinary resolution that David Matthews, who retires from office, under rule 72 of the Bank’s constitution be re-elected as a Director of the Bank. I’d like to invite David to address you in support of his re-election. 

David Matthews: Thank you, Jacquie. As directors we spend much of our time talking and thinking about the risks, we think about the things that are not going well or might cause the business or stakeholders’ harm. We do not get the chance to talk much about successes, so today I want to spend a moment to reflect on what I think is a success story. We have been around for a long time in some form or another as we have heard today that we have only been a Bank since 1995. In that time, we have gone from being a small Victorian based building society with about 70 branches I think, to a listed ASX 100 company with $80 billion in assets and as we have heard today over seven thousand employees. Our last profit began as we said earlier was above $500 million and that was a record, and we continue to pay strong dividends to shareholders. There is always room for improvement and that is something to think about every day as a board, executive and employees. 

Bendigo Bank is a successful company and I think we can be proud of that. But the other thing in my view that is important is the way we have gone about this, we know we are in an industry dominated by a few large players, we know we have a scale disadvantage may be set as a mid-tier player. Yet we continue to grow and not by focusing on the short term and getting short-term wins, but by being true to our values. We do not seek commercial success at the expense of customers and the communities in which they live, we seek it in successful partnership with them. Shared value is not just a catchy phrase for us, it is the way we do business. You can see evidence of this in hundreds of regional towns and city suburbs all over regional Australia, sporting facilities bill because of our shared value business model, medical centres, community centres, and increasingly you will see social and affordable housing developments although because of the way we do business. 

As I said earlier, this is not done through philanthropic activity, this is done through the shared value model that we have without community partners. My base trade is in broad acre crop farming, but I’ve also run export focussed businesses for the last 30 years. These businesses were initially created to address rural decline that I’ve witnessed all of my adult life but I soon came to understand that the best way to address a social problem is to find a sustainable commercial solution and that’s what we have with the community bank model. These are the experiences I’ll bring forward to the discussions with the Board and Executive of Bendigo and Adelaide Bank. 

The success story we are and will continue to be, is the reason why I am motivated to continue to serve you as a director of this company. If I’ve managed to convince enough of you to support my re-election today, this will be my last term on the BEN board. In November 1997, if I reflect back to that time, we had two reps from Bendigo Bank at Rupanyup to talk about the Community Bank Model, talk about our interest in piloting that, I never envisaged I would be so involved with the bank and be here on the Bank Board. At that time, we were just thinking about getting a Bank branch back in our town. To you our shareholders, thank you for the allowing me to be part of the Bank and to you and our employees, understand that what you do is not just running a Bank, it actually makes a difference. Yes, we’re here to run a profitable business but don’t underestimate our role as a leadership organisation in Australia. An organisation that leads by example and we do make Australia a better place. So, thanks once again and I look forward to working with you for another few years. 

Jacquie Hey: Thank you, David. We did not receive any questions in advance ahead of the meeting, so I will go straight to questions from shareholders attending or online. 

Robert Musgrove: Jacquie, we have a question from Mr Stephen Mayne: 

Did any of the five main proxy advisers - ACSI, Ownership Matters, Glass Lewis, ISS and ASA - recommend a vote against any of today's resolutions? Has there been a material proxy protest vote against any of today's resolutions? Will you disclose the proxy votes before the debate on each resolution so shareholders can ask questions about the reasons if there have been any protest votes? Also, why not disclose the proxies to the ASX with the formal addresses like many other companies now do, including Sims Group earlier today? Will you do this next year? 

Jacquie Hey: Thank you for your question, Mr Mayne. If I try to address all of them. All five of the proxies voted for, for every resolution, so we were very pleased with that support. Now, I forgot some of your in between questions. Certainly, there was a question about should we show the proxies before the resolution? We'll show them as people are still voting, as you know the proxies come in in advance, unfortunately my eyes not that good that I can see there. We will continue to display them as we always do during the meeting, and they will be the provisional ones obviously before people here have voted. And we will continue through the ASX listing rules, to put them out publicly via the ASX after close of business today. Did I miss anything? Thank you, any other questions? 

Robert Musgrove: Yes, Jacquie, an extension to Stephen Mayne’s question: 

Heartiest congratulations to David for effectively founding the Community Bank model in his hometown of Rupanyup back in the 1980s as the Big Four banks were abandoning many rural communities across the country. This unique nationwide model is unprecedented anywhere in the world and has profoundly assisted hundreds of communities. Thank you also for transparently clarifying that this will be David's last three-year term after first joining the board in 2010. Could the chair clarify whether the board is planning to continue to have an effective representative of the community banking model on the board after David retires, a bit like the way REA Group always has a real estate agency representative on their board, given they are such an important constituency. Will you commit to always having a voice for the community bank model on our main board? 

Jacquie Hey: I think David has been very valuable as being the voice of the community bank model on the Board, but he is not the lone voice, there is nobody who joins the Bendigo and Adelaide Bank Board that is not fully committed to the community and the community bank model. It’s part of the questions that we ask, and the things we ascertain before we even get into the skills and capabilities that they, in addition, bring. So, we haven’t yet decided who is going to replace David, we have a bit of time to do that, certainly it will be nobody that will come on the board that is not committed to the community bank model, because that is something that’s a no-brainer, an important part of being part of this bank, and being part of this board, is that you support, and are a voice for the community bank. Not to take away from all the good stuff that David personally has done but he is well supported by the rest of his board. Thank you for that question and your comments. Anything else, Robert? 

Robert Musgrove: Yes Jacquie, a remaining question from Mr Craig Caulfield: 

Mr Matthews your history and advocacy in agriculture is very supportive of your role as director at Bendigo, especially considering the banks service to regional and rural communities. Commissioner Hayne recommended a national Farm Debt Mediation service in his final recommendations. Indeed, Bendigo customer cases appeared at the Royal Commission demonstrating major failings. Do you believe as I and other farmers do that a streamlined National Farm Debt Mediation Service is long overdue? How have you advocated rolling out National Farm Debt Mediation given your important role? 

Jacquie Hey: I think this is a question about the election of a director, not about their views on various activities. Bendigo Bank is very clear about its approach here. We will continue to support our agriculture customers, they are a very important part of our community, our heart goes out to them at the moment, and we will continue to work with them through the good and bad times. I won’t put that question to David, because it's not related to his re-election. Are there any other questions, Robert? 

Robert Musgrove: There are no further written or audio questions for this item of business, Jacquie. 

Jacquie Hey: Great. With no further questions, with David Matthews abstaining, I can confirm the board unanimously recommends shareholders vote in favour of David’s re-election. The direct voting and proxy details received prior to the meeting are being displayed for your information. 

For those listening on the telephone, the proxies received at the pre-voting cut-off time are 86.84 percent in favour, 9.9 percent against and 3.2 percent open votes. So, we still have votes to come from the room, but provisionally I would say congratulations David on your re-election. 

Next one up is David Foster, we’re asking shareholders to consider and if thought fit to pass a resolution that David Foster, who retires from the office under Rule 72 of the Bank’s Constitution, be re-elected as a director of the Bank. I’d like to invite David to address the meeting also. 

David Foster: Thanks Jacquie and good afternoon, ladies and gentlemen. As Jacquie mentioned, I'm David Foster, I’ve been on the Bendigo and Adelaide Bank board for three years now and I’m currently chair of the financial risk committee, and a member of the people, culture and technology committee. 

My background is predominantly in banking and financial services including over five years as CEO of Suncorp Bank, a regional bank of similar size and scale to Bendigo. Outside of Bendigo, in more recent years, I serve on a number of boards in a variety of industries including education, retail, government and insurance. 

Bendigo has always impressed me, whether that be as a competitor, customer, or more recently as a director, for its numerous strengths including customer service and community focus. They certainly continue today. The changing landscape, role of technology and inflationary pressures all add challenges in achieving the right balance between the important social purpose, and historic strengths of Bendigo, but at the same time delivering appropriate returns for our shareholders and outcomes for all of our stakeholders. I'm confident though that this can be achieved by Bendigo, and look forward, with your support today to contribute to delivering on these objectives. Thanks Jacquie. 

Jacquie Hey: Thank you David. We didn’t get any questions in advance, so are there any in the auditorium or online? 

Robert Musgrove: Jacquie, we have a question from Mr Craig Caulfield: 

Mr Foster you are described in our annual report, page eight, as having a diverse portfolio of directorships. Your career, including CEO of Suncorp, and senior executive of Westpac is clearly most valuable to our board. Am I correct, Mr Foster, right now, you are also Chair of Motorcycle Holdings, Chair of G8 Education, Director of Youi insurance, Director Peak Services, Director of the Queensland Titles Office, Director of the Australian Reinsurance Pool, in addition to being a member of the Sunshine Coast University Council? All prior to your role here as director at Bendigo, then the chair of the risk committee plus a member of the People, Culture and Transformation Committee. Surely this is far too many commitments to spread yourself over given we have seen how serious and detailed the requirements of bank boards and extra committees require. Can you understand as a shareholder this concerns me? Would you consider focussing on a maximum of four roles? 

Jacquie Hey: I might take that first and then ask David to comment. First thing is, we absolutely talk about everything we do, a number of those are very small activities, that David does for not-for-profits or for universities etc, that are not taking a lot of his time. I’m not saying the University ones are not but some of the others are smaller ones. The important thing from my perspective is that David is there, every time I pick up the phone, or every time we have a meeting. He is fully prepared, engaged, and adds value, and as you said he is the chair of the board financial risk committee. We've never seen him miss meetings and we’ve never seen him not be fully prepared. He has also lightened his load somewhat, but I can assure you he has more than enough time to devote to the Bendigo and Adelaide Bank and he does not trip up any of the four or five rules of ASX listed boards that a number of the proxies have. David, do you have anything you would like to add? 

David Foster: No, not specifically, thank you Mr Caulfield for your concern about my workload. I do approach my job as a director as a full-time professional role, it's not part-time role, however to Jacquie’s 

point, I have - you may have missed a couple of these - recently retired from three of the roles that you mentioned, including Chair of Motorcycle Holdings, which was announced about three weeks ago. I'm also retiring from the University Council on 2 December, and Peak Services on 31 January. But thanks for the question. 

Jacquie Hey: Any other questions Robert? 

Robert Musgrove: No Jacquie, there are no further questions relating to this resolution. 

Jacquie Hey: With David Foster abstaining, I can confirm that the board unanimously recommends that shareholders vote in favour of David’s re-election. 

The direct voting and the proxy details received prior to the meeting are now being displayed for your information. Again, for those listening I will read them out. 91.86 percent in favour, 4.9 percent against and 3.22 percent open votes. Again, people here are still to vote but on provisional votes congratulations on your re-election David. 

Let's move to the next item of business where we are asking shareholders to consider, and if thought fit, pass an ordinary resolution, that Victoria Weekes, who retires from office under Rule 59 of the Bank’s Constitution, is to be elected as a director of the Bank. I’d like to ask Victoria to address you in support of her election. 

Victoria Weekes: Thank you, Jacquie, and good afternoon to our shareholders who are with us in person today and those online. 

I was really thrilled when appointed to the Bendigo and Adelaide Bank in February this year, and I consider it a great honour and privilege to be here today, to be considered today for election to the board. 

As someone who has 25 years executive experiences in financial services, I believe my skills and experience are well suited to the Bendigo and Adelaide Bank board, but more important perhaps is that I am a passionate believer that when businesses do the right thing by their customers, their staff, their shareholders and other stakeholders they will be successful and they will thrive. With over 10 years board experience, I believe I have developed a deep understanding of good governance, and a strong customer focus across a diverse range of sectors, in addition to financial services, including healthcare, human services, urban development and rural and regional Australia. 

From my short time on the board, it’s clear to me that Bendigo and Adelaide Bank has something very special. Its strong customer focus and loyalty, its deeply embedded community connection which form a core part of its culture, and which are critically important for us to nurture, as we navigate the bank through its transformation agenda. 

Since my appointment, I’ve taken on the role of chair of the board risk committee which focuses on non-financial risks. In an environment where non-financial risks are ever increasing, whether it is cyber security, privacy, operational risk, conduct or climate risk, I am really keen to bring my 20 years of practical risk management experience to support Bendigo and Adelaide Bank’s delivery for strategic aspirations and change agenda. 

My personal experiences also bring a strong connection to rural and regional Australia and I’m excited to be a part of an organisation that plays such an important role in rural and regional Australia, and see our future success as integrally linked. 

I’m committed to fulfil my role to the very best of my ability, and with your support, I look forward to being part of Bendigo and Adelaide Bank’s exciting future. And thank you for this opportunity. 

Jacquie Hey: Thank you, Victoria. Again, we did not receive questions in advance, none in person, any online, Robert? 

Robert Musgrove: No questions in relation to this resolution, Jacquie. 

Jacquie Hey: With Victoria abstaining, I can confirm the board unanimously recommends that shareholders vote in favour of this election. The direct voting and proxy details received prior to the meeting are now being displayed. Again, for those listening, the figures are 95.61 percent in favour, 1.16 percent against and 3.23 percent open votes. Again, not having voted here yet, congratulations provisionally, Victoria. 

Jacquie Hey: The next item of business asked shareholders to consider and if thought fit pass an ordinary resolution that Alistair Muir who retires under rule 59 of the Bank’s constitution to be elected as director of the bank and I would like to invite Alistair to address you in support of his election. Alistair. 

Alistair Muir: Thanks Jacquie and good afternoon ladies and gentlemen. I am delighted to have joined the Bendigo and Adelaide Bank Board and to be here with you all today. 

My background is in growing and scaling digital businesses. I have extensive experience in financial services and fintech. Having worked with a number of big banks here in Australia to launch new products and ventures, but also a number of international fintech businesses too. 

I’ve also worked with a broad range of large organisations on their digital transformation agendas. This work has spanned multiple sectors, including state and federal government, telco, banking, and insurance. Bendigo and Adelaide’s mission to feed into prosperity and not off it has particular resonance for me. As does the organisation focus on both community and customer experience. In fact, Bendigo’s culture of relentless focus on its customers and its shared value model are the envy of many financial businesses both here in Australia but also internationally too. 

I'm excited for the opportunities for Bendigo and Adelaide Bank to capitalise on its community relationships along with the deep trust consumers have in in the Bank. As we look to develop new digital experiences that help to grow the organisation and to better deliver on our purpose. It's a great privilege to join the Bendigo and Adelaide Board. I look forward to serving you its shareholders and indeed all the Bank’s stakeholders. Thank you. 

Jacquie Hey: Thank you, Alistair. Robert, I understand we did have a pre-submitted question regarding this item, which was about why Alistair's details were not included in the annual report, and the quick answer to that is he joined in September and the printing of the report had already been done. So that was the only reason it wasn’t included. Obviously, he will be in next year's report. Any other questions? None here in the theatre. Robert is there anything else online? 

Robert Musgrove: Jacquie, we have a question from Stephen Mayne: 

What was the process through which we recruited Alistair to the board. Was a recruitment firm involved and did the full board interview multiple candidates? Could Alistair clarify if he knew any of the Bendigo Directors before engaging with the recruitment process? 

Jacquie Hey: The process is a normal process, where we do use an external recruitment person, so that we can cast our net far and wide, all directors did meet him, some of us met him a number of times, Alistair, I don't believe you knew any of us before this happened, or maybe David you had come across at some point, in the director community you do, so I want to be accurate, certainly didn't know me, didn't know Marnie, didn’t know Richard, didn’t know Vicki, didn’t know Jim, David or Victoria. 

So, I can assure you that it was done in a very appropriate way, as we always do, and that's really important, we want to make sure we get the best directors here, and the process has to be one that stand up to governance as well as one that finds those people who are out there, that are maybe newer to board roles, and while Alistair has some experience he is newer to board roles. We were very keen having met him and found him through this process to get him in to add value to this board. So, thank you for the question, anything else? 

Robert Musgrove: No other questions on this matter, Jacquie. 

Jacquie Hey: Thank you. Then with Alistair abstaining I can confirm the Board unanimously recommends that shareholders vote in favour of his election. The direct voting and proxy details received prior to the meeting are now being displayed for your information. For those listening, again, 99.5 percent in favour, 1.15 percent against and 3.35 percent open. Obviously, we will take the votes from here, but again, provisionally, congratulations Alistair on being elected. 

We will now move on to item six, and I would like to re-introduce Vicki Carter as Chair of the People, Culture and Transformation Committee, and ask her to share a few words with you about remuneration. 

Vicki Carter: Thanks Jacquie and good afternoon everyone. 

It’s more than a few words I have to share with you today so bear with me because I do have a little bit of detail to take you through for the Rem Report for 2022. 

As Jacquie said, my name is Vicki Carter and I’m the Chair of the People, Culture and Transformation Committee. 

For those listening but unable to see me today, I’m wearing a navy jacket, I have a coral blouse on. I have long shoulder length blonde hair and I am of average height. My role today, on behalf of the Board, is to discuss our remuneration approach, the outcomes for the performance year just completed and also to provide you with an update on our remuneration framework for 2023. I encourage everyone to read the remuneration report because it provides important context and background to the matters I will cover today. 

Recognising the challenges that we have faced over the past few years; the Bank’s executive team has maintained a clear focus and dedication to our purpose and our values. The Board is pleased with the continued performance of the business and we thank the Executive team for their ongoing efforts. 

The Board remains focussed on ensuring that the executive team have the appropriate diversity of skills, experience and strategic capability required to lead Australia’s bank of choice and grow sustainably into the future. In consideration of this, the composition of the executive team changed during the reporting year as Marnie mentioned earlier. 

The remuneration outcomes for Financial Year 2022 reflect the Bank’s performance and the intended operation of the remuneration framework. The overall structure and approach to executive remuneration did not change for Financial Year 2022. There were no fixed remuneration increases for the executive team. The executive team, including the Managing Director, did not participate in a short-term incentive plan, and no cash bonus payments were paid during the year. 

Following the end of the Financial Year 2022, the Loan Funded Share Plan grant, which was granted in November 2020 along with historical long-term incentive grants were tested. The Loan Funded Share Plan award was tested at the end of its two-year performance period. The plan had three performance measures, with all three measures being met. Our focus on disciplined cost management has resulted in a continued decrease in our cost to income ratio since 2020, resulting in the performance target set by the Board being met. 

Our above system customer growth for the period also met target. And our superior customer advocacy, measured through Net Promoter Score exceeded target demonstrating our continued focus on customer experience. 

The Loan Funded Share Plan award is subject to an additional two-year service condition and a risk assessment by the Board. At the end of that period executives have a further two-years to repay any further outstanding loans. This very much aligns with the interests of our shareholders over the long term. 

The Performance Rights plan, a long-term incentive grant awarded to the Managing Director in Financial Year 2019 and to other executives in Financial Year 2020, was tested in accordance with the plan rules at the end of Financial Year 2022. There are two components to the award which is comprised of a Total Shareholder Return measure and also a Customer Hurdle. In all cases our Total Shareholder Returns to Shareholders have been below our selected peer group, and accordingly the long-term incentive grants linked to relative TSR did not vest. 

The second component of the LTI award, which had a Customer Hurdle based on relative NPS did vest. This reflects that the Bank has continued to build our customer advocacy advantage over our peers. The Financial Year 2020 Long Term Incentive awarded to Executive Key Management Personnel is subject to a further one-year deferral period before it vests and as such, executives did not receive any remuneration relating to the Performance Rights Plan in Financial Year 2022. 

The Financial Year 2019 Managing Director grant does not have a further service condition. The NPS component of the award was vested and TSR return lapsed in full. 

During the year the Bank undertook a review of the Non-Executive Director fee structure. Historically, the Bank has had an all-inclusive fee paid to directors, to recognise their contribution to the Board and to the Committees. 

Following an external review, it was determined it would be appropriate to move to introduce committee fees in line with market practice and also to recognise the additional workload of the Committee Chairs. The introduction of the committee fee was partially offset by a reduction in the Board base fee. These changes were effective from 1 January 2022. The Board Chair fee remained unchanged. 

It’s important that our approach to remuneration is balanced and focused on the creation of both long-term value and the attraction of talented people to our Bank. During the year, we conducted a comprehensive review of the Bank’s approach to executive remuneration to ensure that our reward 

frameworks support our strategic objectives and importantly that they meet the requirements of APRA’s Prudential Standard CPS511 Remuneration. This standard comes into effect from 1 January 2023. 

The Board was supported by KPMG as part of the design process, and the review included consultation across a wide group of stakeholders. 

The review resulted in some very important changes to our incentive structure including the removal of the Loan Funded Share Plan. While this plan created a high degree of alignment between shareholders and executives, and notwithstanding our assessment of the Financial Year 2022 executive remuneration framework as sound, it was concluded that it was not appropriate for the plan to continue due to changes in external regulatory factors. 

The new framework for Financial Year 2023 is designed to support the delivery of our strategy and to ensure that we continue to attract, motivate and retain a capable and committed executive team. It is simple and transparent and designed to drive a range of important performance outcomes allowing the Board to adjust for risk matters and, where appropriate, apply Board discretion. 

The key changes to the executive reward framework for Financial Year 2023 include: the introduction of a short-term incentive award. A redesigned long-term incentive arrangement with extended vesting timelines and performance will be assessed across core financial and non-financial outcomes reflective of individual and collective accountabilities and of our enterprise priorities. 

Additionally, it is important to note that: all equity awards remain subject to continued employment, Board risk and reputation review, and to malus and clawback provisions and there will be no further grants made under the previous Loan Funded Share Plan, while the historic grants will continue per their original terms. 

The Board believes this new framework, which is consistent with market practice and APRA’s requirements will be an enduring one. We do not expect to make any material changes to it in the coming years. 

In transitioning to a new board framework, the Board acknowledges that the reintroduction of an annual short-term incentive plan does creates the potential for an overlap in measurement, with the Loan Funded 2022 Share Plan. The Board will consider this overlap when determining performance outcomes to ensure that executive rewards are aligned with shareholder expectations and are balanced such that we are only rewarding performance outcomes once. 

The proposed framework rewards executives if they deliver on our strategy and create value for all our stakeholders: our shareholders, customers, community, people, planet and regulators. At least 70 percent of the variable reward will be delivered in equity, creating strong alignment with shareholders. 

Incentive opportunities for the short-term incentive and long-term incentive have been developed considering the previous incentive grants for our executive team, and also market benchmark data. The Board believes they’re reasonable and consistent with our historic approach of having remuneration weighted towards fixed pay when compared with the market. 

As part of the review of the executive reward framework the Managing Director’s fixed remuneration was reviewed. 

For Financial Year 2022, Ms Baker’s fixed remuneration consisted of $1,200,000 salary and 50,000 deferred shares (or deferred base pay) with a notional value of $500,000 equated to a total fixed remuneration of $1,700,000. 

The 50,000 shares represented the fourth and final tranche of the deferred base pay grant. The Board considered the Managing Director’s fixed salary noting that she has not received a salary increase since her appointment to the role in 2018. For the Financial Year 2023, the Board has determined that a new fixed remuneration of $1.6 million is appropriate in the context of Ms Baker’s solid performance and her tenure. The Board recognises that while this is an increase in cash salary, it is nonetheless a decrease in total fixed remuneration from prior years. However, within the context of the new and increased variable incentive framework, we believe it is balanced and set at a reasonable level. 

In addition, Ms Baker has a maximum short-term incentive opportunity of 60 percent of fixed remuneration, and a long-term incentive opportunity of 40 percent. You will be asked to vote on the long-term incentive grant shortly. 

The long-term incentive plan has a four-year performance period, and will vest in equal tranches after four, five and six years. The plan has four measures, which have been determined considering APRA’s requirement of having a material weighting to non-financial measures. 

40 percent of the grant will be linked to relative shareholder return, measured against other S&P/ASX financial services companies. 

This year we have introduced a second financial measure, Return on Equity, ensuring executives are focussed on improving our returns over the medium term. 

We have retained our relative NPS customer measure, as we believe it is critically important that we retain our significant gap in customer advocacy compared to other retail banks. 

The customer measure has been supplemented with a reputation measure. The introduction of the RepTrak Reputation Index to benchmark our reputation against peers is an important measure as we seek to retain and protect our trusted place in the Australian Community. 

We are consistently one of the most trusted brands in Australia, and we want to ensure that retaining this trust is front of mind in the decision making of our executives. 

Further information on the new framework, which will apply from the performance year 2023, is summarised in the 2022 Notice of Meeting and additional detail was included in the FY22 Remuneration Report. 

The Board believes the changes to our remuneration framework are important for the Bank as we continue to adapt to the challenging landscape and while maintaining our long-held philosophy that our rem strategy is strongly supportive of our strategy and purpose, that it is designed fairly, and that importantly, it aligns with the interest of our shareholders. Thank you. 

Jacquie Hey: Thank you, Vicki. We’ll now move onto the formal resolution as set out in item six on today’s agenda where shareholders are asked to consider if thought fit to adopt the remuneration report for the Bank as set out in the Annual Financial Report for the financial year ended 30th June. 

I can confirm that while each of our directors have a personal interest in this resolution, the Board unanimously recommends that shareholders vote in favour of it. 

As you know, the vote on the Rem Report is advisory only, and does not bind the company or the Board, however the Board will obviously take the outcome of today's voting into consideration when reviewing the remuneration practices and policies of your Bank. Robert, I am aware that we have a number of pre-submitted questions. Could you read these out and then I will go to the questions in the theatre as well? 

Robert Musgrove: Yes, Jacquie, we received four similar questions on remuneration. These were from Mr Robert Ayres, Mr Gerald McArdle, Dr Leonard Warren and Mrs Valerie Warren as well as Reverend Charles Sherlock and Mrs Peta Sherlock. Reverend Sherlock and Mrs Sherlock’s question encapsulated the general sentiment of the other shareholders when they asked: 

In the current climate, would the Board not reflect BEN’s enviable 'community bank' ethos by limiting increases in remuneration to the inflation rates 2021-22 for the Board, and 2018-22 for the CEO? 

Jacquie Hey: Thank you. I think Vicki did go through a little bit of this and she explained the Bank’s approach to making sure that remuneration is balanced and focused on both the creation of the long-term value of the Bank but also the attraction of talented people to the roles. 

For both the Board and Managing Director, there was no fixed change to remuneration from 2018 right up to the start of 2022, so I think appropriate restraint has been exercised. I can assure you that relative to other companies in our sectors, we don’t pay excessive amounts to our MD or Board, and I’d encourage you to have look at our Rem Report if you’d like further information. Robert, was there anything else online before I go in person? 

Robert Musgrove: Yes, Jacquie. Mr David Hansman, Mr Peter Ellis and Mrs Lesley Ellis ask: 

Why have short-term incentives for senior executives been introduced? 

Jacquie Hey: Thank you and I know that this was a question that you said Robert was submitted in advance, but I think Vicki has covered that in her address to the meeting. I might just, I don’t want to leave people standing there, I might go to in person questions. 

Colin Brady: A question here from the floor, Jacquie from Eric Pascoe. 

Eric Pascoe: Just very briefly Madam Chair, the ASA is supporting the remuneration plan because we think it is neither excessive nor unfair. However, just a little protest if we can. The CEO’s pay structure just seems needlessly complex. You had, what we though was, quite an attractive pay structure before, where you were concentrating mainly on Total Shareholder Return so the ASA’s vote is for it to be simpler and better in the future. 

Jacquie Hey: And I would share your view on that one. As you know, as a bank from 1 January 2023 we come under APRA CPS511 guidelines, and so some of the changes are directly in relation to that. But I don't think Marnie would have a problem if it was simpler and neither would I. But we do need to make sure we satisfy all our stakeholders, but I thank you for your comment and for your vote in support for it from the ASA. Thank you. Any other questions Colin? No. Any other questions, Robert? 

Robert Musgrove: Yes Jacquie, two more questions. The first question from Mr Stephen Mayne: 

Given the interesting discussions across a range of topics today, including this remuneration report item, could the chair undertake to make an archived copy of the webcast plus a full transcript of proceedings available on the company's website? The likes of Nine, AGL, ASX, ANZ, Domino's and Lend Lease all produced their first AGM transcripts in 2021. Will you follow suit today? This is something IAG has been doing since 2003. The two hour and 50-minute webcast of last year's AGM is available, but it is a daunting prospect to wade through it. Judges and politicians aren't told to wade through videos of their deliberations but instead get court transcripts and Hansard so how about treating us 100,000 Bendigo shareholders the same by delivering a first ever AGM transcript in 2022? 

Jacquie Hey: Thank you Mr Mayne. Look, we will take that on board. Doing this whole AGM in person and hybrid is spending a lot of taxpayers’ money to give everyone a chance to participate – taxpayers money?! - I am clearly too involved in the economy! A lot of shareholders money in allowing everyone to participate. I would absolutely say we will definitely put the video up on our website, no problem in that, but maybe you might have to wade through it a little bit to have a look at it because we don't have someone transcribing today. We will have a look if that is good use of shareholders money, but I won’t promise anything, but I’ll certainly promise that the whole AGM can be up online for you to review in future years, if you so wish. Any other questions, Robert? 

Robert Musgrove: Jacquie, the final question is from Mr Craig Caulfield: 

Chair, Net Promoter Score (NPS) on page 35 of our annual report is included in variable rem. Indeed, it is the ONLY measure regarding a 'Customer Hurdle' and represents ALL of the customer advocacy rem. Other customer measures have no impact on the CEOs bonus listed on page 35. NPS is like placing one foot in a bucket of ice with the other foot in a bucket of hot coals and reporting to shareholders that on average the temperature is ideal. NPS is simplistic, misleading and deceptive and should be reassessed. Will you consider other fairer metrics specifically targeted to calculating customer advocacy rem rewards? 

Jacquie Hey: So, Vicki mentioned going forward, we have a slightly different approach in STI and LTI. They will have, as she mentioned, a balanced scorecard of activities covering NPS, but also covering other customer satisfaction measures, and we will look at the contra activities as well, that’s part of the plan. So yes, we are doing that, although I do quite dispute your NPS characterisation. I think it is just wrong, so we will agree to disagree on that one. Any other questions? 

Robert Musgrove: Not on this matter, Jacquie. 

Jacquie Hey: Thank you. Just to go back to the question from Stephen Mayne, I understand given we are doing closed captions - I should have thought of this - there will be some transcript available there via that service, so you can certainly look for it there. 

If there’s no other questions on this one, then the direct and proxy received prior to the meeting are now being displayed for your information. They are 92.4 percent in favour, 4.46 percent against and 3.14 percent open. So again, based on the provisional, noting that people here are still to vote, that looks like it has been passed as well. 

Before I proceed now to the final matter, please note the voting will close at the end of this meeting, so please submit your votes now online if you haven't already done so. People are here to collect your papers as you exit the theatre if you would like to vote here in the person. 

So, we are asking shareholders to consider and if thought fit to pass an ordinary resolution for the grant of performance rights to the Managing Director, Marnie Baker, for her long term incentive for Financial 

Year 2023, under the Bank’s Omnibus Equity Plan, on the terms summarised in the explanatory notes of the notice of meeting. 

The performance rights are an incentive plan that creates an alignment between the Managing Director and other executives remuneration and shareholder outcomes. The performance rights do only vest, as Vicki said, to the Managing Director if the Bank meets key strategic objectives, so these allocations are very aligned to shareholder outcomes. The arrangements are consistent with market practice for ASX listed companies and financial institutions and are required to compete to the skills that we need to make sure we manage the Bank well. Robert, are there any pre submitted questions? 

Robert Musgrove: Yes, Jacquie. We received three similar shareholder questions on this item. They were from Mr Lindsay Day and Mrs Annette Day, Mr Amarathunge Dias and Mr Elio Menegol. Mr Menegol’s question encapsulated the general sentiment of the other shareholders when he asked: 

Why is the Managing Director or anyone else given long term incentives? When I do my job, I do it to my best ability without long term incentives and if Managing Directors can’t, they should not be employed. 

Jacquie Hey: Thank you for your question, Mr Menegol. And I entirely understand the sentiment behind your question. But we need to ensure we are able to attract the best people to run your bank, whether that is Managing Director, Executive, or other people in the bank. So, we need to make sure we offer market competitive remuneration to do this. 

As Vicki did explain, I think the board conducted a fairly comprehensive review this year to ensure our executive remuneration and the reward frameworks supported those objectives, but also the objectives of the regulatory requirements of APRA's prudential Standard CPS511, which is effective on all ADIs or is it us or maybe all ADIs, from 1 January 2023. Vicki is nodding, yes. Thank you. 

So long term incentives are part of the Managing Director's total remuneration package. I personally think they are quite an important part because they are paid entirely in equity and they are all performance tested, so they are at risk and only paid if results are achieved. So, if Marnie gets paid in a long-term incentive way it is because things are going well in the Bank, and that to me seems appropriate rather than paying cash. So, I am happy with that. Any other questions online Colin, sorry in the theatre, Colin? Sorry, I’m getting confused with all my options. Any more in the theatre Colin? No. Anymore, Robert, online? 

Robert Musgrove: There are no further pre-submitted or online questions, Jacquie. 

Jacquie Hey: Thank you, then I confirm that the non-executive members of the board unanimously recommend that shareholders vote in favour of this resolution. The direct voting and proxy results, those are again on the screen for you, for those listening 91.19 percent in favour, 4.99 percent against, 3.02 percent open votes, so again, on provisional votes, it looks like that one is passed. 

So, thank you everyone. That now concludes the items of business for today's meeting. I will now close the voting; the results of the votes will be released to the ASX later today. 

I do want to thank everyone for attending today's meeting. Thank you to those online who have joined us via the telephone and participated that way. Again, we are really thrilled to be delivering this in person. Thank each and every one of you for your contribution today. Please do stay safe, stay in touch with us, and I now declare the meeting closed. Thank you, everyone. 

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