Annual General Meetings

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 Jupagulk 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.