Annual General Meetings

Voice Over
Welcome to the Bendigo and Adelaide Bank's 2024 Annual General Meeting. Now our Chair, Vicki Carter.

Vicki Carter
Good morning, everyone, I am Vicki Carter, Chair of the Bendigo and Adelaide Bank and I’m also a fellow shareholder. It is just after 11am and we have a quorum. I declare the Banks Annual General Meeting open. I acknowledge the Traditional Owners of the many lands on which we are meeting on. I recognise their continuing connection to land, water, culture and community, and I pay my respects to elders, past, present and emerging. I am 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 welcome and thank you for joining us today. I would like to acknowledge two special guests with us today, our former managing director Marnie Baker and former Chairman Robert Johanson, a huge welcome to you both. Please place your mobile phone on silent. Photography, filming, and audio recording are not permitted. And for those joining 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 your screen. A hearing loop is available for those attending here at the Capital Theatre. For those of you vision impaired, I have straight, light coloured hair and then wearing a navy suit with a cream shirt and in the background, I have a large image of the Bendigo and Adelaide Bank logo. The transcript of this AGM will be available on our investor website following the meeting. Out of respect for those who have joined us here and will be voting today, we have not released early voting details, however, we will provide voting details on the screen during the meeting for transparency. Let me introduce your Board and fellow shareholders. Alongside me is Richard Fennell, our CEO and Managing Director. Our non-executive directors here with you today are Abi Cleland, Richard Deutsch, Victoria Weekes, Alistair Muir, Margaret Payn, Daryl Johnson and David Matthews. And to their left we have our Company Secretary Belinda Donaldson, who will be assisting with today’s meeting. I would also like to acknowledge that in attendance today we have the Banks Executive members, as well as the Banks Lead Audit Partner Clare Sporle from EY. Also in attendance is Jim Kompogiorgas, from Link Market Services, who is acting as our Returning Officer for the meeting. Our General Manager Corporate and Public Affairs, Robert Musgrove will be assisting today, and Robert will outline the formalities for today’s meeting. Thank you, Robert.

Robert Musgrove
Thanks Vicki 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. The Notice of Meeting contains details of how questions may be submitted by shareholders. We welcome ‘in-person’ questions from those attending, as well as questions through the online facility. When the time comes to ask your question, please be courteous, fair and respectful. Please keep your questions concise and about matters relevant to the business of the meeting. To allow as many shareholders as possible to participate, the Chair will accept up to two questions from each shareholder for each item of business. Questions you have relating to personal matters will not be put to the meeting, however we do have representatives from across the Bank here today to assist you after the meeting. Thank you to shareholders who have submitted questions before the meeting. We have carefully considered all your questions, and we have either replied to you directly or your question will be covered during the meeting today. With respect to today’s voting procedures, voting on each of the proposed resolutions will be conducted by poll. Registered holders of the Bank’s ordinary shares - at 7:00pm Australian Eastern Daylight Time on Tuesday, 5 November 2024 - 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. Eligible shareholders in attendance here at The Capital today, will have registered to vote at the registration desk on entry. If you have not voted already or appointed a proxy, you will have been issued with a yellow voting card. If you require any assistance with voting, please see our share registry representatives from Link Market Services at the registration desk. For those eligible shareholders attending and voting virtually, you can join the meeting, ask questions and submit your vote using the information displayed on screen now using any web browser on a computer, tablet or smartphone device. You will have the opportunity to submit questions using the ‘Ask a Question’ tab. Please follow the prompts or refer to the virtual meeting online guide available on our website for instructions. Once the Chair 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, and 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 shareholder holds and is subject to any applicable voting exclusion. Finally, in the unlikely event that technical issues beyond our control arise, the Chair 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. Thanks Vicki.

Vicki Carter
Thank you, Robert. I will now present my address and then I’ll hand over to Richard. As I said, it is a pleasure to be with you in Bendigo this morning to chair the Bendigo and Adelaide Bank 2024 Annual General Meeting. It is great to see some of our shareholders here in person at The Capital - and I extend a warm welcome to those of you joining us virtually. As your Chair I look forward to guiding and supporting the Bank’s capable and committed leadership team through the next phase of our growth. This will be my seventh Annual General Meeting as a director and my first as your Chair. Coincidentally, it will be Richard’s first AGM as your CEO and Managing Director, and we have been looking forward to the opportunity to address you today. Bendigo and Adelaide Bank has entered the new Financial Year in a strong position and is well placed to continue delivering on its vision to be Australia’s bank of choice. Under the considered guidance of your Board and the executive team, your Bank has undergone significant and lasting change over the last 12 months. These changes, underpinned by our ambitious transformation program and the hard work of our people, have created strong foundations for the Bank as we head into the final year of our current strategic plan. The foundations and the capabilities we have developed will allow us to leverage our strengths and deliver sustainable growth for the benefit of our people, our customers, our communities and you, our shareholders. The Bank’s capital levels, which act as buffers in challenging times, have never been stronger and are well in excess of the major banks on a standardised basis. As of June 30, our Common Equity Tier 1 ratio was 11.32%, which remains comfortably above regulatory requirements and APRA’s definition of ‘unquestionably strong. ‘In the 2024 Financial Year, the Bank delivered strong cash earnings just shy of the record established in financial year 2023. I’m also pleased to share that cost growth, excluding investment and remediation, was contained to below inflation over the reporting period. Given this, your Board has been able to declare a fully franked dividend of 33 cents per share for the second half, taking the full year dividend to 63 cents per share, representing a 3.3% rise on the previous year. Your Board remains mindful of the need to strike a balance between providing shareholders with an appropriate return on their investment and the need to maintain a solid capital position during a period of economic uncertainty. Richard will talk further about the business shortly, but I’d now like to take the opportunity to outline just some of the important community dividends your Bank has delivered throughout the past year. Our unique Community Bank model, which is the most tangible example of how we deliver on our purpose of feeding into the prosperity of our customers and the community, continues to deliver lasting benefits to the wider community. It has returned $366 million since inception, more than 25 years ago. During Financial Year 2024, our Community Bank partners returned $40.3 million in profit to the community, which funded over 8,000 individual projects. It is difficult to overstate the important role Community Banks play in in their hometowns and their suburbs where profits are reinvested to enable local infrastructure, improve educational outcomes and support vibrant arts projects, amongst other things. For example, Community Bank profits have funded the purchase of more than 500 defibrillators or AEDs around Australia saving lives on golf courses, bowling greens, hockey clubs, walking trails, cafes and chemists. In conjunction with Community Bank partners, the Bank also awarded 288 first-time tertiary students a record $1.4 million in Financial Year 2024 as part of our expanded Scholarship Program which delivers on our commitment to address the employment and skills challenges faced by young people, particularly in regional and remote areas. In the last 20 years, this program has provided more than $13.3 million in funding to more than 1,900 students from across Australia. The implementation of our ESG and Sustainability Business Plan is progressing well. We completed the first year of our Climate and Nature Action Plan, with the majority of our actions on track. Importantly, more than half of our people completed voluntary climate training. This has raised awareness and provided our people with a better understanding of climate and nature risks, so they can, in turn, help our customers better understand the implications of climate change. The process of renewal continues at a Board level. As you well know, a diverse and complementary mix of experiences and expertise is critical to a Board’s ability to provide strong governance and oversight. In April this year, the Board appointed Abi Cleland as non-executive director and more recently appointed Daryl Johnson as non-executive director effective 30 September 2024. We welcome Abi and Daryl who bring with them a wide range of skills and experience which they will elaborate on later. We have also announced the retirement of David Matthews as a non-executive director, effective from conclusion of the meeting today after more than 14 years on the Board. David was the Chair of our very first Community Bank established in Rupanyup and Minyip 26 years ago. We thank David for his valuable contribution and wise counsel to the Board and Management team during his many years of service. As you may know David Foster resigned from his role as non-executive director in September. Mr Foster was appointed to the Board in September 2019 and the Board acknowledges his contribution to the organisation and thanks him for his service. I am confident that your Board comprises a strong and diverse set of skills, experience and expertise. We do continue to review our Board Skills Matrix and pursue education opportunities where relevant to ensure our skills remain contemporary. In particular in this last year, we have continued to build on our climate related knowledge to enhance our ability to oversee climate related risks and opportunities. We have also conducted Board education in the areas of artificial intelligence and digital fluency. Change of course, is a constant and the process of renewal will continue through the Bank to ensure we deliver on its purpose well into the future. In July we announced, the appointment of Richard Fennell as CEO and Managing Director of your Bank. Richard’s appointment followed the Board’s careful and considered succession planning which included a comprehensive external search process. The Board is confident that Richard is well placed to lead our Bank into its next phase of sustainable growth. His strong focus on our customers and people combined with his strategic and financial expertise will serve us well. I want you to know that the Bank’s strategic imperatives of reducing complexity, investing in capability and telling our story remain as relevant as ever as we continue to sharpen our approach and realise new ways to grow the business sustainably. Our position as Australia’s most trusted bank, our proud regional history and presence, and our reputation as a community-focused organisation has ensured your Bank stands apart in an increasingly homogenous industry. The Bank will continue leveraging these deep connections through all its channels, including digital, which will grow our market share and deliver us the scale we need to be competitive, while upholding our commitment to being digital by design and human when it matters. We will also continue to exercise discipline and accountability in our careful use of shareholder capital, investing in opportunities that allow us to tap the strong demand for our products and services, and to accelerate our growth and create value for our customers, our communities, our people and our shareholders. I want to take this opportunity to thank our former CEO and Managing Director, Marnie Baker, for her leadership and immense contribution over 35 years at this organisation. In her time as CEO, Marnie led your Bank through a period of significant change with resolve, warmth and grace. Before I conclude my address, on behalf of the Board, I would like to convey our thanks to you, our shareholders, for your continued support. We are fortunate to have such an engaged shareholder base, and we do not take your loyalty for granted. Finally, I would like to thank all our people and partners across the country, who have worked tirelessly throughout this year to directly support our more than 2.5 million customers. Our people work very hard to secure and maintain the high levels of trust and customer satisfaction for which the Bank is known and recognised. Our customer centric approach undoubtedly supports our financial results. In summary, Bendigo and Adelaide Bank is in a strong position. Your Board and I are confident that we have the right team in place to continue to execute on our strategy to unlock the full potential of Australia’s better big bank. I look forward to having the opportunity to chat with many of you over light refreshments after the formalities of today’s meeting have concluded. Thank you, I will now hand over to Richard.

Richard Fennell
Thanks Vicki and good morning, everyone. It is a great pleasure to be here with you in person as CEO of the Bank for the first time. Today I am wearing a navy suit and white shirt. Thank you, Vicki, for your opening remarks, and for your kind words. Bendigo and Adelaide Bank has entered the new financial year with momentum and growth. This has been made possible by the strong foundations we have created by simplifying, modernising and digitising your Bank. Financial Year 2024 was a period of continued change and transformation for us, and I’m looking forward to sharing our achievements with you before addressing the opportunities ahead. Firstly, I want to reassure you that our purpose, vision and strategic imperatives have not changed. The Bank’s strategy to leverage our strengths and competitive advantages such as our people, our trusted brand and our connection to the community and regional Australia will continue. Our unique Community Bank model, which empowers communities and diversifies our funding profile, remains central to our purpose of feeding into the prosperity of our customers and the community. And we remain committed to reducing complexity, investing in capability and telling our story. Bendigo and Adelaide Bank is a unique institution and plays an important role in the Australian banking landscape. It is important that we continue working hard to preserve what has made it special for future generations. One of the ways we can deliver on this is by accelerating the next phase of our development and continuing to invest in the areas that will help us deliver sustainable growth and productivity enhancements for the benefit of our customers, our people, our communities and you, our shareholders. In Financial Year 2024 the Bank delivered cash earnings for the full year of $562 million, a return on equity of 8.18%, a cost-to-income ratio of 57.5%, a net interest margin of 1.9%. The result reflects the weaker first half impacted by the Bank’s decision to prefund the repayment of the Term Funding Facility, partially offset by strong growth in mortgages in the second half of the year. Importantly, our business-as-usual costs excluding investment spend remained below inflation. As Vicki mentioned over the last 12 months the hard work driven by our transformation program has continued. We’ve managed to reduce the number of customer-facing brands from seven to four, the number of core banking systems from four to three and the median time to unconditional approval for home loan applications originated through our new Bendigo Lending Platform has reduced from 14 days to less than 5 days. By the end of calendar year 2025, we will further reduce the number of customer-facing brands and core banking systems and accelerate the time to decision for home loan applications originated through all our channels to market. Bendigo and Adelaide Bank is in a very strong position. Our balance sheet is well positioned for ongoing growth. Our funding as a measure of household deposits is market leading. And we continue to lead the sector with our trust and advocacy scores. Bendigo and Adelaide Bank is the only credible multi-channel challenger to the major banks. No other bank has the unique assets and competitive advantages that we do. Our intention is to seize this opportunity and tap the strong pipeline of demand that exists for our products and services. In September, Bendigo Bank was named the most trusted Bank in Australia for the 10th consecutive quarter. We are proud of this achievement and do not take it for granted. Your Bank is, to coin a phrase, customer obsessed. Over the last 12 months customer numbers grew 9.1% to over 2.5 million. Our customer Net Promoter Score is 27.9 points above the industry average and this is no happy accident. The customer is and must be at the centre of everything we do. To ensure this remains so, our Voice of the Customer program will deliver a deeper understanding of their needs and behaviours, sharpening our focus on and strengthening our customer relationships. This program is being established to deliver us with regular and actionable insights to drive customer satisfaction, maintain loyalty and attract more new customers to your Bank. I look forward to updating you on this initiative in the future. Our work in delivering improved digital experiences for our customers and partners continues. In August we completed our program of onboarding brokers to the Bendigo Lending Platform, and we have now shifted our focus to the roll out of this technology to our branch network. The delivery of this platform has been a significant achievement for the Bank and a validation of our strategy. Since its launch in November last year, the median time to Conditional Approval of a home loan is around six minutes, delivering significant competitive advantage through this speed of response. The productivity gains of technology such as this platform frees up our team members to deliver more of the personalised services our customers expect. We remain committed to our branch network, the fourth largest in Australia and the largest per customer of any Australian bank. Our branches are important to us, and to our customers, and we value the face-to-face interactions that occur between our customers and our team members throughout the network. In Financial Year 2024, your Bank stopped $34.4 million worth of scams. Sadly, scams and fraud continue to present a challenge for the Bank, our customers, the broader industry and the world. We have tightened transaction rules blocking high-risk payments to cryptocurrency exchanges, removed all unexpected links from SMS messages and very significantly increased the size of our fraud prevention and response team. Our pilot of NameCheck, an advanced payment verification tool, is now being used to verify all new direct entry payments made by Bendigo Bank and Up customers. We estimate that NameCheck has prevented 61,000 mistaken or scam payments valued at more than $26 million for our customers since February of this year. The Bank launched its unique, face-to-face education program to help our customers safely navigate online banking in September 2023 and has now delivered more than 200 Banking Safely Online sessions to more than a thousand Australians. We encourage customers and community groups to enquire about these sessions at their nearest Bendigo Bank branch. The Bank supports a whole-of-ecosystem approach to scams, and we welcome the Federal Government’s proposed Scams Protection Framework which will impose mandatory obligations on designated sectors including telcos and internet platforms. We back the industry’s collaborative approach to fighting financial crime through the Scam-Safe Accord and continue to believe a united approach will enable improved customer protections and outcomes as we continue to combat widespread and increasingly sophisticated criminal activity together. In early September, I introduced some changes to our executive team to deliver on the next phase of our strategy and support our growth agenda. Taso Corolis, who will be known to many of you as our previous Chief Risk Officer, has been appointed to the role of Chief Customer Officer, Consumer Banking, with a focus on continuing to drive portfolio growth and productivity enhancements for the benefit of our customers. Sarah Bateson has been appointed to the Executive Team as Chief Marketing Officer and is leading a newly established Brand, Marketing and Communications division. Sarah is a voice for the creative growth at the Bank, as she continues to build national awareness for the Bendigo Bank brand and its purpose. Finally, Xavier Shay has taken on a new Executive role as Chief Digital Officer in addition to his role as CEO of Up – bringing together the Bank’s digital capabilities. Xavier’s experience in leading high performing digital teams at Up and previously Square in the United States is supporting the rapid growth of the business through our digital channels, continuing to improve returns for you, our shareholders. Earlier this year, in May, the Board of Directors confirmed the appointment of Vicki Carter as Chair. Vicki joined the Board in September 2018 and has over 30 years’ experience in the financial service and telecommunications sectors, including at ASX-listed companies NAB and Telstra. Vicki understands and appreciates the unique position your Bank occupies for its customers, its people and you, its shareholders. I am pleased that Vicki has agreed to be our Chair and am already appreciating her valuable guidance and counsel and enjoying working closely with her and the rest of the Board. As we look towards 2025, our vision is clear. We will continue to prioritise digital innovation, leveraging technology to enhance our service offerings and streamline our operations, delivering sustainable growth and improvements to productivity for the benefit of all stakeholders. We are committed to our branch network and the delivery of high quality and personalised service your Bank is famous for. We are equally committed to supporting our customers when they need our help by offering them assistance in the form of Home Loan Health Checks to ensure their loan is right for them, and specialised service and support for customers in financial difficulty from our Mortgage Help Centre. In Financial Year 2025 our investment spend will increase as we continue to reduce complexity in our operations and further strengthen risk and compliance frameworks, while continuing to invest in the digital capabilities that are critical to our future success. Our investment will focus on three main areas: Leveraging the market-leading advocacy of our digital bank Up by capturing a larger market share of young singles and couples with our suite of digital mortgages and savings products and extending these digital capabilities across the whole of our Bank where appropriate. The continued transformation of our Business and Agri division with the launch of our new customer relationship management and origination platform. In calendar year 2025, these businesses will consolidate onto the Bendigo Bank brand and one core banking system. We are targeting above system growth in this business in the near future. The optimisation of our consumer lending channels by extending the Bendigo Lending Platform to our mobile relationship managers, branch network and white label mortgage partners. We are committed to fostering a culture of continuous improvement and agility, ensuring that we remain well-positioned to capitalise on emerging trends and opportunities that deliver sustainable growth and productivity benefits for all of our stakeholders. In closing, I want to express my sincere gratitude to you, our shareholders, for your continued support and confidence in Bendigo and Adelaide Bank. I would also like to take the time to sincerely thank my predecessor, Marnie Baker for your 35 years of service to this organisation and the strong foundations you have created for the business, our more than 2.5 million customers for your advocacy and for the opportunity to do business with you. Thank you to each and every one of our more than 7,000 people who work incredibly hard every day to deliver great outcomes for our customers. And my thanks to your Board for their guidance and support as I lead the organisation through the next phase of its development and growth. I'm genuinely excited about what lies ahead. No other bank has the unique characteristics, the strengths and assets your Bank has. Together, we will seize the opportunity while remaining true to our values. Thank you for your time today and I look forward to speaking with some of you at the end of today’s meeting.

Vicki Carter
Thank you very much Richard. 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 2024. The 2024 Annual Financial Report was made available to shareholders in August and our external auditors Ernst & Young issued an unqualified opinion on the financial report. There is no requirement for shareholders to vote on this item of business. Ahead of this meeting, shareholders were provided with the opportunity to submit questions to the Auditor about the content of the Auditor’s Report and the conduct of the audit of the Annual Financial Report - none were received. I will now take any general questions on the Reports, other general matters or questions to the Auditors. Given this is a hybrid meeting, I will rotate between shareholder questions submitted in advance, questions from those shareholders here in person and questions that are coming in online. Robert, could we begin with some of the most common questions submitted in advance please.

Robert Musgrove
Thank you, Vicki. We have received several questions regarding branch closures and the Bank’s regional presence from Geoffrey Portbury, Barry Dedini and Timothy Clifton. Their questions can be best summarised as: What are the Bank’s plans for branch closures, and do you commit to staying in regional towns?

Vicki Carter
Thank you very much for that question from a few of our shareholders. As you would be aware we actually operate the fourth largest branch network in Australia and have per customer more branches than any other bank. We continue to be committed to our branch network. We also have a significant regional and rural presence as well which we are very keen to continue as well. We don’t yet know what the optimal number for branches actually is, and we do know more transactions are being done online and that’s actually at the request of our customers as well. But we will continue to have a strong presence in our physical network, it’s a very important part of our strategy, a very important way for us to connect with our customers and for us, closures are really only ever a last resort. Thank you very much for the question. Next question, please Robert.

Robert Musgrove
Vicki, Shareholders including Sharyn and Peter Gibbs, Lee Hancock and David Hewitt have submitted questions regarding service levels. Their questions are best summarised as, what is the Bank doing about wait times in branch and over the phone?

Vicki Carter
Thank you for those questions, and look, we do acknowledge that waiting can be frustrating, whether it’s in branch or on the phone. Within our branches, we have seen over the counter cash transactions significantly reduced over the past several years, so we’ve taken the opportunity to look at our team structures, and make sure they are there to support the demand. Some of our more recent initiatives as well is around queue management so we have a number of people on hand to talk to our customers to help to take them out of the queue and show them other ways to actually transact in branch to save them time and that’s continuing to work well for us, but we’ll always have an eye to improve there. From a call centre perspective during the past couple of months, August and September our call wait times are down to about five and a half minutes, now we do realise there’s more work to do there but they are significantly improving and we look forward to being able to update you on our progress further there, but we are very committed to making sure those wait times are minimised, thanks again for the question. Next question please Robert.

Robert Musgrove
Shareholders Felice Ferraro and Timothy Clifton have submitted questions about the Bank’s financial performance and strategy. Best summarised as how is the Bank positioned and what are its prospects for growth?

Vicki Carter
Thank you very much for the question, Felice and Timothy – I think between mine and Richard’s rather long addresses this morning, we’ve probably touched on most of the elements there and our remarks will be made available on the ASX and on our website as well, but just sort of, in summary I would say, the Bank is in a really strong position. We’re acquiring customers at higher rate than any other bank. That says there is good demand for our products and our services, so we feel we are in very strong shape. We’ve talked about the strength of our balance sheet as well, we’ve talked about the investments we’re making – you know in Up, our lending platform, our business and agribusiness as well so we feel that the prospects are good. We feel we’re investing in the appropriate places and our customer feedback demonstrates that we’re getting many of those things right, so we think the outlook is very strong for the Bank. I would now like to take some questions from those shareholders in attendance today. We will take these questions one at a time to ensure everyone gets a chance to ask questions, but please feel free to line up again if you have a second unique question. As we mentioned earlier, we will accept up to two questions from each shareholder for each items of business here today. So, Robert, over to you.

Robert Musgrove
One of the Bank senior leaders Collin Brady is in the audience and ready to facilitate questions from shareholders and proxyholders and we invite shareholders or proxyholders to move to the microphone to submit your questions and please show your shareholder or proxyholder card and provide your full name so you can be introduced to the meeting.

Collin Brady
Our first question from the floor is from shareholder Eric Pascoe.

Eric Pascoe
Madame Chair, I am Eric Pascoe, representing the Australian Shareholders Association. We hold 165 proxy votes and represent 265 shareholders. Vicki and Richard, I would like to congratulate you first of all on your appointments and I would also like to recognise Marnie's presence and her fabulous contributions. Madam Chair, last year consultancy fees blew out by 36.5% to $77 million. I think most shareholders would be staggered to think that the bank could spend $77 million on consultants in a 12-month period. Other expenses, the little box down the bottom where we throw all the rats and mice went from $15 million last year, sorry in financial year 2023, to $57 million last year, it quadrupled. The cost to income ratio is blown out by a whopping 260 basis points. Ms Carter and Mr Fennell, would you give shareholders an undertaking that this regime will exhibit a far more disciplined approach with expenditure, and that you will play a far greater focus on Bendigo Bank, Bendigo and Adelaide Bank's financial strength, growth and profitability?

Vicki Carter
Thank you very much Eric for the question, and to convey our thanks to you for the time you spend with us each year in the lead up to the meeting as well, we appreciate it. I think in terms of our commitment to read financial discipline, yes, I can categorically tell you that we are focused on discipline. Consultancy costs are interesting because in many ways, they allow us to variable our cost base by having people support us in areas of expertise that we perhaps don't have, and then move on, so we're not creating a greater fixed cost base, so that is one thing I will say about consultancy. Some of our other costs, some remediation costs you will notice that were there this year, largely were on the back of some misclassifications of loans and when we find those errors, we have to deal with them and put remediation in place to do the right thing by our customers. Again, we don't look to spend money where we don't need to, but where we do need to, we will in order to make sure our customers are looked after. On the cost to income ratio, we are very focused on that, and we have continued to say that we want to move towards 50% over the medium term, our discipline and our resolve around that has not changed. Importantly, as we said in our opening, our costs this year were actually in line with inflation, obviously we had some of our remediation costs and we had our investment costs, but our run rate costs were in line with inflation, so I think that does exhibit some discipline. I can tell you it is a significant area of focus for the Board and for the Executive.

Collin Brady
Vicki, our next question from the floor is from shareholder Rita Mazalevskis.

Rita Mazalevskis
Good morning, Board, just a general observation first. Today is a beautiful day and we have had the two top people at the bank giving us a really positive message, but not one director has smiled to the group. You all look like you're sitting up there, and it is a sentence, so maybe relax! Okay. On the annual report page 201, under covered bonds, it says a group established its covered bond program in October 2022, the covered bonds issued by the bank constitute wholesale debt instruments that offer investors dual recourse to the issuing ADI and bankruptcy remote special purpose entity associated with the covered bond program, so the question is, does the group's covered bonds include low quality or impaired assets which cannot be used in covered bonds, because it has been discovered that other banks are including these inappropriate and poor assets, which exposes shareholders and the Bank ultimately?

Vicki Carter
Thank you very much for the question and for reminding us to smile! No, the answer is no, our covered bonds do not include those low-quality assets. Thank you.

Collin Brady
Vicki, the next question is from shareholder James Bone.

James Bone
Mine is not so technical and well done to all the others for their homework. Mine is more about I suppose a level of assurance from the Board going forward for its continued operations here in Bendigo. There is some great value adding that Bendigo and Adelaide Bank brings to the community, and we suppose that over time we have seen a bit of a depletion in staff activity at that building down the hill, and we're wanting to look at continuance and strengthening your position here in Bendigo itself.

Vicki Carter
Thank you, terrific question. We are very committed to our operations here in Bendigo and while we have some of our Executive team in different places in the country now James, they are all spending time here in Bendigo. And very, very committed to this continuing to being the heart of our operations. The Board feels exactly the same way, so we're not looking to change that. Thank you, Collin. Robert, I will now come back to questions but to ensure we allow everyone to participate, now we will go to remote questions.

Robert Musgrove
Thanks Vicki, we have a question from shareholder Ronald Guy. Regarding modern-day slavery, how is Bendigo Bank ensuring investment products do not profit from human suffering?

Vicki Carter
Thank you. It is an important question, we have a modern slavery policy, and we start by assessing our exposure to modern slavery risks and our exposure is actually low, given the partners that we work with. But each year, we are looking to strengthen our processes and our policy on modern slavery and have seen improvement, which has been recognised through the certification process as well. It is an ongoing area of focus for us but one we take very seriously. Thank you for the question. Robert, do we have any further questions submitted online or prior to the meeting?

Robert Musgrove
We have some further questions submitted prior to the meeting Vicki. Shareholders Ludmila South and Peter McLoughlin have contacted us regarding the phasing out of the cheque system. They’ve asked, why are you phasing out cheques?

Vicki Carter
Thank you very much for the question. The Federal Government has actually taken the decision to phase out cheques by 2030, which is not too far away. What I would say is that if we look at the value of cheques across this last year or so, it’s 0.5% that are being utilised now so it is naturally declining, and we will work with the Government obviously as that deadline looms but also importantly with our customers. So, we recognise that for some of our more vulnerable customers, customers in remote areas who perhaps don’t have internet access, that we need to work with you to manage that transition. We’re committed to doing that, but it is a Federal Government phasing out and we’re working with them in partnership as well to ensure that is done in an orderly way. Thank you. Next question please Robert.

Robert Musgrove
Certainly Vicki. Shareholders Christopher Davey and Shirly Arndt have submitted questions regarding the availability of cash and growth in online banking. Their questions are do you intend to remove cash from your branches and why is the Bank encouraging us to transact online?

Vicki Carter
Thank you, it’s a very sort of timely question, I guess. So, the first thing I’d like to clarify is no, we do not have any intention to get rid of cash in branches. We actually are working with our customers to make sure they understand the opportunity that is there for them to transact online because in many instances, it is much easier for them to do that, and we have demand for that as well so we will continue to invest in our capability there, but we have no intention to remove cash from branches. Next question please Robert.

Robert Musgrove
Your next question is from Glenn and Julianne Rigby. They ask, why is Bendigo Bank starting to charge fees for over-the-counter withdrawals?

Vicki Carter
Thank you, Mr and Mrs Rigby. So, we from the 1st of November actually removed the $6 monthly fee from our everyday banking account and we replaced that with a $2.50 over the counter cash withdrawal fee. Importantly, the changes that we’ve made here are actually to the net benefit of our customers and there are ways to avoid the $2.50 charge by actually transacting online if you wish to. Through Bank@Post, we had a $4 fee which has now been reduced to $2.50 but obviously for our Concession Card holders etcetera, they can still transact, deposit and withdraw free of charge. Next question please, Collin if there are no more from Robert, we will take more from you here today.

Collin Brady
Yes Vicki. There is a question from the floor from Rita Mazalevskis.

Rita Mazalevskis
So, I mentioned last year I was very excited, about seeing finally, securitisation in the annual report, so I’m just going to touch on that. In the annual report, on page 256 under securitisation vehicles, it says the group has exposure to a number of securitisation vehicles through residential mortgage back securities or RMBS. And securitisations involve transferring assets into an entity, that sells interest to investors through debt or equity notes, and the notes are secured by the underlying assets transferred to the vehicles. So, within my question, legally, assets require income streams via the credit line contracts. And the credit line contracts under the transfer of land in WA, specifically where I am from, which must be attached and registered to the mortgage to create these income streams. Now, there are several customers where that hasn't happened, and their contracts are not attached to the mortgage, including myself and my three loans so the question is what is Bendigo going to do in that circumstance, where the assets were taken and used and transferred to trusts, when they actually had no income attached, for whatever reason? Because there are some cases, and I am happy to sit down and go through them, given that I help financial victims, because it is a very serious issue.

Vicki Carter
Firstly, thank you for coming such a long way, from WA. I am not sure I quite understand your question. Securitisation is a normal mechanism that banks use all the time for funding. If you are asking whether the debt associated with those loans actually transfers, the answer is no. It remains with the original borrower. Is that your question? No.

Rita Mazalevskis
Sorry, I might not have explained it correctly. So, under the Titles Office, the contract has to be attached to the mortgage. So, if you only have a contract, it comes under the Credit Act, and the mortgage comes under the TLA act, to do with the title. They have to be connected, so the contract has to be registered to the mortgage. So, if it is not, that means that the mortgage and the TLA and terms and conditions of the mortgage, which other common provisions, don't apply. So, it doesn't give the bank the powers that, in some instances where this has happened, that it says it has because it doesn't, because it’s still under the Credit Act because there’s only loan contract that applies. It hasn’t initiated the connection to transfer the powers to the TLA, which supersede the credit contract. And this has actually happened with a handful of loans.

Vicki Carter
I don't think necessarily, I'm not sure that's technically correct, but I am happy to. The actual loans that are part of securitisation remain the responsibility of the original borrowers of those loans. So, if you strip all of that back, that's actually how it continues to work. I'm happy to take it off-line with you, because I think there is probably a degree of technicality here that may be not of much interest to some of our shareholders, I know it is for you and that's fine. I am happy to take it off-line with you, but I think that is as far as we will take it today. Thanks.

Rita Mazalevskis
I am happy to do that, that would be great. Because like I say, there is a group that we know of that are definitely affected by this. Securitisation, when it is implemented in its true form, is important, but when it goes off kilter and it is not applied properly, you get some people that have transactions or enforcement actions which can’t apply, because the mortgage and the common provisions do not give them the power because they have not actually been implemented correctly. So, everyone that has been affected realises this now and understand the process. So even though you might say it is technical, I am not a financial expert. And we have all had to learn this without any guidance from the Bank, so it’s not really about technical, and it is very important for shareholders and customers. But I would accept to sit down and speak to you about it, it would be great.

Vicki Carter
And if we break it down, what I will say is that our securitisation practices have integrity, and there is nothing that we are doing that any customers or shareholders should be concerned about. But let's take it off-line. Thank you.

Collin Brady
Thanks, Vicki. We have a question here from shareholder Rex McKenzie.

Rex McKenzie
Thank you. My question is a rather longish question. In that it's about the whole board, and how it is that Bendigo Bank has somehow or other been able to have a series of managing directors who were outstanding, and Marnie Baker is a typical example. But we know of others, and that is the reason why this bank has been so successful. And I wonder how a Board, and the current Board is getting asked the question, ensures that this goes on into the future. And I should add, I am very confident that the newly appointed managing director is of the same ilk as the ones I am thinking of in the past. Thank you.

Vicki Carter
Thank you, Mr McKenzie, for your question. What I would say is that the Board takes very seriously our obligation to ensure we have good succession planning in place, and that we take the time needed to deliberate, and make sure that we are searching wide and far for the best candidates for the role. I echo your comments about Marnie - we hold her in the highest regard, all of us in the organisation . If I look at this, just this past year with succession planning, we considered it at length, and one of the things that I think we spend time on as a Board is looking at skills and expertise. It is very important that we have people with the right skills, but equally important is that we have people with the right values, so Bendigo Bank is special. It’s not like all the other banks. We look for people with the right values, we look for people with community sensibility, obviously commerciality and people and leadership skills. But we think very deeply about it before we make decisions – and I think that is what has served the bank well over many years – certainly preceding my time, and that is how we will continue to think about. Thank you. Thank you, Collin, Robert, can we take further questions from those joining remotely?

Robert Musgrove
Thank you, Vicki, we have a second question from Ronald Guy. Summarised as ongoing genocide in Gaza has been called out by the UN. Is there a risk that investment products at Bendigo Bank could be complicit?

Vicki Carter
Not to my knowledge, Mr Guy. I'm obviously not going to comment on the conflict, it is a terribly sad situation. I am not aware of any concerns that we have, but happy to take it off-line to make sure that is the case and then come back to you in writing. Thank you. Robert, do we have any further questions?

Robert Musgrove
We have some questions submitted before the meeting Vicki. We have a question from Craig Caulfield. One of Marnie’s great traits that stood out from some other major banks was Marnie’s willingness to meet customers at the coal face. Will the Bank’s new CEO meet with shareholders and customers who have issues with the Bank, and in particular customers with long standing complaints?

Vicki Carter
Thank you, Mr Caulfield, for your question. I think our strong connection with customers is ubiquitous across the bank and yes, that was one of Marnie’s great strengths. I’m going to hand over to Richard Fennell in a moment because I can speak for him and know that his intention is very much to ensure he connects with customers but what I will say is that up until his appointment as our new CEO, he’s been running the largest customer facing part of the Bank so has been doing that for many, many years – but Richard, I might ask you to comment?

Richard Fennell
Thanks Vicki, and look, the short answer is, yes. I’d like to reassure Mr Caulfield that since moving into this position a couple of months ago, I’ve been spending a fair bit of time getting around the country spending time with our people but also with our customers and those meetings with customers provide an opportunity for feedback, positive and negative and that’s the reason for meeting with them, to hear from our customers. Not every customer experience is always perfect so I’m always open to hearing from our customers. Fortunately, a lot of the feedback is positive, but I also understand that from time to time we don’t get everything right so it’s important also to get that feedback when that is an opportunity for us to improve the way we do things. So, I will continue to look to do that in the years ahead in this role.

Vicki Carter
Thank you, Robert – any further questions?

Robert Musgrove
Thank you Chair. Craig Caulfield’s second question is does Bendigo’s published undertaking to act as a Model Litigant, whenever they are in a legal dispute with a customer provide a very good reason for new customers to choose to bank with Bendigo rather than Macquarie, the only big bank that does not publish Model Litigant Principles?

Vicki Carter
Thank you Mr Caulfield for your question. I’m not going to comment on Macquarie, obviously I’m sure you understand that. I think there are many reasons that customers choose to join Bendigo, and I think our products and services, our people are amongst many of those reasons they choose to join us. There may be some for whom the Model Litigant perspective is really important – and we think it’s important so if that adds to their consideration of Bendigo then we’re pleased with that. Thank you. Next question please Robert.

Robert Musgrove
Thanks Vicki. We have a question from Selwyn Krepp. It has been previously raised at your AGM that Mr David Foster had too many Board roles. And in the Bell Inquiry into Star Entertainment conducted earlier this year Mr Foster was shown to be critical of the NSW casino regulator whilst chair of Star. Why didn’t the Bendigo Bank Board act faster to address the issues raised by the Bell Inquiry?

Vicki Carter
Thank you for your question Mr Krepp. I understand people’s concerns in this area, and I can reassure you that your Board has reflected deeply on these circumstances. As you will know, Mr Foster was actually appointed the Executive Chair of Star Entertainment in March 2024, and that was a new role at that time. When we became aware of some of the issues raised at the enquiry, we continued to work with Mr Foster through April and through to September, when he decided to resign from the Bank. What I can say to you because I won’t comment on circumstances there, it's not appropriate to do that, but what I will say to you is that the Board at all times were considering our obligations and acting in the best interests of the Bank. But yes, of course, it gives us all pause to reflect, so thank you for the question. Robert are there any more pre-submitted questions?

Robert Musgrove
Vicki there were two questions submitted within Director election resolutions, however they are more appropriate in this section and put these questions now. The next question is from Mr Caulfield who asks, can you confirm the Bank has not inflated figures to the Australian Office of Financial Management to help win lucrative government contracts, as we have seen ANZ do by $50 billion?

Vicki Carter
Thank you Mr Caulfield. We work very constructively and openly with our regulators and the answer to your question is no, we have not done that. Next question please Robert.

Robert Musgrove
Mr Caulfield’s final question is in relation to the Bank’s strong trust scores amongst the rural and farming community. Given the Bank’s strong relationship with the farming community, will it publish a statement on its website supporting national Farm Debt Mediation?

Vicki Carter
Thank you for your question, Mr Caulfield. We agree that a national approach to Farm Debt Mediation would be useful for customers and for financial institutions. And we’ve always supported the full suite of recommendations from the Hayne Royal Commission as well. The Federal Government has actually published a better practice guide in relation to Farm Debt Mediation and we’ve been part of that consultation process in developing that with the Australian Banking Association. The Bank adheres to the frameworks in each of those States and the values that the FDMs espouse, and we do look to engage and to do that in a really productive way in the agribusiness sector. Thank you for the question. Robert are there any further pre-submitted questions?

Robert Musgrove
Vicki, there are no further pre-submitted or live questions on the platform.

Vicki Carter
OK thank you Robert. Do you have a question there Collin?

Collin Brady
We have a question from the floor from shareholder Rita Mazalevskis.

Rita Mazalevskis
It is not a new question, just on the back of what Mr Krepp said about the ex-Chair David Foster, if I can? The AFR reported that Mr Foster rebelled against regulators while overseeing Star Entertainment and that through the investigation process, he tried to justify text messages that called for the scrapping of the casino regulator, a removal of the manager controlling its Sydney casino license. A Chair recruitment process is very rigorous. How did Bendigo miss any red flags to do with Mr Foster? And what I would like to know is, was there any connection with the ex-CEO's departure, Marnie, in regards to this because it happened out of the blue and they were very close, so it is just coincidental? I don't know. But during Mr Foster's time, given his authority at Star and his dislike of regulators and doing the right thing, did he impact Bendigo's risk framework? Which is approved by the Board, in any way? Or if there were measures in place that were implemented while he was here, were they revisited and changed or rectified to reflect the bank correctly? Incorporating regulatory obligations and legal obligations?

Vicki Carter
The answer is no, so Marnie’s departure and David Foster's resignation are completely and categorically unrelated. In terms of David's interaction with regulators on behalf of the Bank, it was always constructive and that is all I will say on it because I will not comment on anything that occurred at Star. It’s not my place to do so. Thank you for your question.

We will now move to other formal items of the business as set out in the notice of meeting and these items do require voting by shareholders. I declare voting is now open on all items of business. I ask you to please submit your votes at any time during the meeting. I confirm that where undirected proxies are given to me, I will vote in favour of all resolutions to the extent permitted. There are four Non-executive Directors up for re-election and election, including myself, Richard Deutsch, Abi Cleland and Daryl Johnson. For the next item which is concerning my re-election I will hand over to Abi Cleland, our Chair of the People and Culture Committee.

Abi Cleland
Thank you, Vicki. The next item of business asks shareholders to consider, and if thought fit, to pass as an ordinary resolution, that Vicki Carter, who retires from office under Rule 72 of the Bank’s Constitution, be elected as a director of the Bank. I’d like to invite Vicki to address you in support of her re-election.

Vicki Carter
Thank you, Abi. I’d like to start by saying that it has been a privilege to serve on the Board of Bendigo and Adelaide Bank for the past six years. The Bank’s deep connection with community continues to resonate strongly with me and I see its purpose come to life consistently, in many ways, and have done over several years. The Bank has strong foundations as we enter our next phase of sustainable growth with a clear strategy and a capable team focussed on customer and commercial outcomes. I look forward to supporting the organisation as we continue to invest in our systems, people and processes to improve efficiency and to ensure we connect with our customers in meaningful and contemporary ways. I am confident I can continue to make a constructive contribution to the Board and believe that my executive experience coupled with my Non-Executive Director experience on other listed boards positions me well to do so. In May this year my colleagues elected me as Chair of the Bank, it’s a position I am honoured to fulfil and one which I am committed to perform to my utmost ability. I am also a member of the Board Risk Committee, the People and Culture Committee and the Technology and Transformation Committee. I consider myself fortunate to Chair a capable and committed Board and with your support for my re-election, I look forward to making an ongoing positive contribution to our people, our customers, and to you, our shareholders.

Abi Cleland
Thank you, Vicki. As there was no pre submitted questions in relation to this item, can we please now take questions regarding this item of business from shareholders here today.

Robert Musgrove
Abi, there are no questions live on the platform.

Abi Cleland
Robert, can we please now take questions from those in the room?

Robert Musgrove
As there are no questions, that concludes the questions for this item of business.

Abi Cleland
With Vicki Carter abstaining, I can confirm that the Board recommends 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. They are 95.51% in favour of the resolution, 2.72% against the resolution and 1.77% open votes. I will now hand back to Vicki Carter.

Vicki Carter
Thank you, Abi. The next item of business asks shareholders to consider, and if thought fit, to pass as an ordinary resolution, that Richard Deutsch, who retires from office under Rule 72 of the Banks Constitution, be elected as a director of the Bank. I'd like to invite Richard to address you in support of his election.

Richard Deutsch
Thanks very much Vicki. It has been my privilege to serve on the Bendigo and Adelaide Bank Board for the past three years having been appointed by shareholders at the 2021 Annual General Meeting, and I am delighted to be standing for re-election by shareholders today. Should I be appointed, I also look forward to continuing my role as the Chair of the Audit Committee and a member of the Financial Risk Committee. Continuing to strengthen our controls environment remains a key focus for the Board and management as we continue to challenge and lift our overall approach to risk management. In this context, I believe my current and prior experience positions me well to continue making positive contributions to the Bendigo & Adelaide Bank Board. I am the current Chair of the Audit & Risk Committee at AUB Limited, and the Chair of the Audit Committee at Hollard. I have more than 25 years’ experience as an audit and risk partner specialising in financial services. With the support of shareholders for my re-election, I look forward to working with the Board to support Richard Fennell and his management team in delivering on the next stage of the Bendigo and Adelaide Bank strategy. Thank you.

Vicki Carter
Thank you, Richard, as there were no pre submitted questions regarding this item of business, can we please take questions from the shareholders here today?

Collin Brady
Vicki, there are no questions from the floor.

Vicki Carter
Robert, can we please take questions from those joining the meeting remotely?

Robert Musgrove
Vicki, there are no questions posed remotely and that concludes all questions for this item of business.

Vicki Carter
With Richard abstaining, I can confirm that the Board recommends 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. They are: 91.44% in favour of the resolution, 6.77% against the resolution, and 1.79% open votes. The next item of business asks shareholders to consider, and if thought fit, to pass as an ordinary resolution, that Abi Cleland, who retires from office under Rule 59 of the Banks Constitution, be elected as a director of the Bank. I’d like to invite Abi to address you in support of her election.

Abi Cleland
Thank you, Vicki. I'm delighted to have this opportunity to speak to you today. I have spent much of my career working for Australian companies, here and overseas. My global experience spans strategy, M&A, digital and in building and leveraging businesses with disruptive change. I am an experienced director on listed and unlisted boards. My diverse corporate career, which includes some time in the financial services sector, provides me with a unique breadth of experience which I can now leverage. I felt drawn to join the board of Bendigo Bank in April this year, due to its people, values and culture, as well as my belief in its future potential. As the most trusted Australian Bank, this brings significant opportunity to grow, especially as the Bank continues to transform digitally and to simplify its business. I am currently the Chair of the People and Culture committee and a member of both the Board Technology and Transformation Committee and the Board Risk Committee. I am pleased to be appointed by the Board, and I am hoping that you, the shareholders will now appoint me to serve the company going forward.

Vicki Carter
Thank you, Abi. As there were no pre-submitted questions regarding this item of business, can we please take questions from shareholders here today?

Collin Brady
Vicki, there are no questions from the floor.

Vicki Carter
Thank you, Collin. Robert, can we please take questions from those joining remotely?

Robert Musgrove
Vicki, there is a question from shareholder Stephen Mayne. Could new director Abi Cleland and the Chair comment on the recruitment process that led to her appointment to the Board? Which headhunting firm was involved? Did the full Board interview Abi and did they interview any other competing candidates who weren’t successful? Did Abi know any of the other directors before engaging with the recruitment process?

Vicki Carter
Thank you for your question, Mr Mayne. I don't think it is pertinent in terms of which search firm we used but we did use a search firm, and we conducted an extensive process which actually went for some months. No members of the Board, sorry one member of the Board did know Abi, which was Margaret Payn, they had worked together many years ago, the rest of the Board did not. We were all involved in the recruitment process, we always are, it is really important that every director has a perspective on any appointments as they are important for the bank. And yes, a number of candidates were considered, and there was one that stood out for us in what she could bring to our Board and that was Abi. Abi. I don't know if you want to comment at all on the process from your perspective.

Abi Cleland
It’s just a very thorough process.

Vicki Carter
Thank you for the question. Are there any more questions Robert?

Robert Musgrove
No Vicki, that concludes all questions for this item of business.

Vicki Carter
With Abi abstaining, I can recommend that the Board recommends 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. They are 97% in favour of the resolution, 1.2% against the resolution and 1.8% open votes. The next item of business asks shareholders to consider and if thought fit, to pass an ordinary resolution that Daryl Johnson, who retires from office under rule 59 of the Bank’s constitution, be elected as a Director of the Bank. I would like to invite Daryl to address you in support of his election.

Daryl Johnson
Thank you, Vicki, it is a pleasure to be here in Bendigo with you all today. I have worked in the financial services sector for all of my professional career, mainly in Australia but also in Asia and New Zealand. My executive roles were focused primarily on business and agri-banking, but also personal and consumer banking. In recent years my roles have been as a non-Executive Director, again focused predominantly on the financial services sector. I was honoured to join the Bendigo and Adelaide Bank board in September and was particularly attracted to the Bank's long-standing purpose of feeding into the prosperity of its customers and communities. As a director, I am committed to supporting the Bank’s leadership team in ensuring that it can deliver on its vision of being Australia's bank of choice. I have extensive experience across relevant areas of banking and during my career, I have had significant involvement in the development and execution of strategy. I also have a strong understanding of the need for organisations to continue to evolve to achieve ongoing success. In today's rapidly changing environment, I believe that my skills and experiences will add value to the board and your Bank. I'm a member of both the Audit and Risk Committee and the financial risk committee. I was very pleased to be appointed by the board and I'm hoping that you, the shareholders, will now appoint me to serve the company going forward. Thank you.

Vicki Carter
Thank you, Daryl. As there were no pre-submitted questions for this item of business can we now take questions from shareholders here today, Collin?

Collin Brady
There are no questions from the floor Vicki.

Vicki Carter
Thank you, Robert, can we now take questions from those meeting remotely.

Robert Musgrove
Yes Vicki. We have a question from shareholder Stephen Mayne that says, it is poor practice to withhold disclosure of the proxies until after that debate on the resolution has concluded. Please disclose the proxies on Daryl’s resolution now so shareholders can ask any questions if there have been any protest votes. AGMs are basically a voting outcome declaration event but if you don't release the votes in time, how can we debate them?

Vicki Carter
Thank you for your question. Our practice is to not disclose votes prior to the AGM, we think that they are incomplete and that that can lead to undue influence. We like all shareholders to have an opportunity to vote when they hear from our directors standing for election, or to form their view before if they choose to do that as well. We are obviously displaying our proxy votes for transparency as we are working through the resolutions today and that is our current practice. Thank you. Any other questions, Robert?

Robert Musgrove
There are no further questions and that concludes all questions for this item of business.

Vicki Carter
Thank you. With Daryl abstaining I can confirm that the board recommends shareholders vote in favour of this resolution. Direct voting and proxy details received prior to the meeting are now on display for your information. They are 97.43% in favour of the resolution, 0.77% against the resolution and 1.79% in open votes. We will now move on to item 6 and I would like to reintroduce Abi Cleland as chair of the People and Culture Committee and asked her to share a few words with you on the remuneration report. Thank you.

Abi Cleland
Good morning again. As Chair of the People and Culture Committee I am pleased to present the 2024 Remuneration Report. The Committee’s responsibilities are to ensure the Bank has strong leadership and culture, a talented team with bench strength, and a remuneration framework to drive sustainable growth and shareholder value. Our Bank operates in a highly competitive talent market that is constantly evolving. It is imperative we attract, motivate, and retain talent to meet the need of the business. Our remuneration framework is a key part of our employee value proposition. Remuneration targets are set to drive high performance. Fixed and Variable rewards support our financial and non-financial objectives. They appropriately challenge our people to deliver sustainable results and drive a positive people and risk culture. The Board sets quantifiable threshold, target, and stretch targets across the financial and non-financial measures that make up our balanced scorecard. A significant part of incentive packages is deferred equity to ensure there is a balance between the short and long term and to ensure that executives are motivated to “think and act like a shareholder”. The remuneration framework complies with the requirements of CPS 511 and FAR. Sound governance principles guide us in this endeavour, and in 2024 we implemented the Consequence Management Policy. The Policy provides increased clarity for our people on risk and conduct standards, the consequences for shortcomings and recognition for superior risk outcomes. Importantly, it supports a healthy risk culture. The hard work being performed under our transformation program and the prudent management of costs enabled the delivery of strong results for Financial Year 2024 falling just short of the record profit from the year prior. Our Total Shareholder Return was 40.6%. There was stable performance against non-financial measures. Our customers continue to be the heart of the Bank, with an NPS 27.9 points above the industry, and we continue to be Australia’s most trusted Bank. Driven by these FY24 performance outcomes, the FY24 Group STI Scorecard outcome was 49% of the maximum and 65% of target. These outcomes include two adjustments the Board made to the FY24 STI outcome: Firstly, a positive adjustment was made for Cash Earnings to be at target to reflect the impacts of pre-funding the Term Funding Facility. The Board determined it was appropriate to make this adjustment as the pre-funding was earlier than planned and material in nature but of benefit to the Bank overall. The broader financial performance was robust, and management had not been unreasonably favoured. Secondly, following a review of risk performance, the Board applied a 5% downward adjustment to Executives. While there have been many uplifts in risk management and capability and no material risk deficiencies, there remains opportunity to heighten focus on risk culture. The adjustments demonstrate the Board’s commitment to ensuring pay outcomes align with performance. Long Term Incentives payments were made in 2024 following strong TSR performance since 2021. The FY21 long-term incentive vested at 82.4%, reflecting the Bank’s TSR performance against the ASX 100 with a percentile ranking of 64.6%. The FY21 loan funded share plan restriction period ended in FY24 and vested with CTI, Market Growth and Relative NPS targets all being met. Grants under this plan ended in FY22. Both the long-term incentive and loan funded share plan outcomes strongly align with shareholder returns over the period. At this AGM, we will also be seeking approval for the FY25 LTI grant to our CEO, Richard Fennell. In our design of the CEO’s remuneration package, we undertook a detailed review. The package has intentionally been designed to focus the CEO on both short and long-term strategy and growth objectives, incorporating both financial and non-financial performance measures. The total package has a remuneration mix of 36% fixed and 64% variable at maximum. The variable component being a mixture of STI and LTI 41% of the total target package is delivered in LTI, deferred for 6 years. A significant portion of the LTI measures are financial. Relative TSR and ROE comprise 65%, with the remaining 35% tied to non-financial measures which meet CPS 511 requirements. The CEO will be rewarded where there are sustainable long-term results and strong returns for our shareholders. We are not anticipating making material changes to the remuneration framework in FY25 however in line with good practice, we will review the framework for potential changes in FY26. I’d like to thank you for attending today either in person or virtually and for your invaluable input and feedback. I’ll now hand back to the Chair.

Vicki Carter
Thanks Abi. Moving to the formal resolution as set out in Item six. 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 2024. I can confirm that while each of our directors has a personal interest in this resolution, the Board does recommend 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. Robert, I’m aware we have pre-submitted questions. Can you please read these out?

Robert Musgrove
Vicki, we have received a number of questions about the remuneration report. They can be best summarised as follows: How does the Bank justify the remuneration packages it pays to its senior leaders?

Vicki Carter
Thank you, Robert, and thank you to our shareholders for their questions. I would take this opportunity to assure you that our remuneration for our Executives is actually set at comparably modest levels if we look at other ASX 100 companies and many of our peers in the sector. We need the best talent to run our Bank, and we need to pay competitively to attract the right talent for our people. Importantly, we’ve ensured that our remuneration is very much tied to shareholder outcomes as well, so we obviously deliberate strongly around those elements when we’re considering the rem framework as well, and we do obviously consider internal and external market relativities in setting the Executive compensation. Thanks for the question. Next question please. Any more from you Robert?

Robert Musgrove
Vicki, we have two questions submitted by shareholder Stephen Mayne. Did any of the five mainly proxy advisors recommend a vote against any of today's resolutions, including this item? If so, what reason did they give? Please do not say they are confidential. It is standard for companies to be across this detail and inform shareholders. Separately, will you disclose the proxies early to the ASX with the formal addresses next year?

Vicki Carter
Thank you, Mr Mayne, for your question. I’m going to disappoint you by saying that those reports are actually subscription based, we are not subscribers to those reports, so I don't think it is appropriate for me to comment on them here. We obviously conduct a range of meetings in the lead up to the AGM and I think you will see reflected some opportunity for us to strengthen some of the transparency in relation to our Rem report and I will come to that when I deal with the resolution. In terms of displaying the proxy votes, I think I have dealt with that in your previous question. Thank you for the question. Collin, can we take some questions from shareholders here in attendance?

Collin Brady
Thank you, Vicki. We have a question here from Eric Pascoe.

Eric Pascoe
The remuneration report tells us Marnie Baker’s long-term incentive was 65% of her fixed salary. The announcement of the ASX said Richard Fennell's long-term opportunity has jumped to 105% of his fixed salary. Can you confirm these figures are correct, firstly, and secondly, can you explain why the new MDs long-term incentive should be so much higher than Marnie Baker’s?

Vicki Carter
Thank you for the question. I'm actually glad you raised it because what I would not want anyone to think is that we have a different rate of pay or incentive for our new MD that would not have been applicable for our ex-MD, Marnie Baker had she continued in the role - they would have been the same. Thank you. Do we have any further questions, Collin?

Collin Brady
Yes, Vicki we have a question from Rita Mazalevskis.

Rita Mazalevskis
I wasn't quite sure where to fit this one, so it's a little bit of a combination, I think. It can go under this. In the annual report, under related party disclosures, for subsidiary transactions it says Bendigo and Adelaide Bank provide funding and guarantee facilities to several subsidiary companies. Under subsidiary it lists Sandhurst Trustees Ltd, and for dividends paid by Sandhurst in June 23 it says $7.5 million and at June 24 it says $52.5 million. So, I just want to know, what happened? To have such a significant jump there? And then I will just ask the question. Just between the $7 million versus the $52.5 million.

Vicki Carter
Dividends from subsidiaries change all the time in line with their performance and what the parent requires of them, so there is nothing in particular that I think we need to expand on there. And your second question?

Rita Mazalevskis
Yes. Because it is the same entity, so it was just glaring. I just wanted to ask because given that your ex-Chair and non-executive director of Sandhurst sits effective 15th of August 24, at the publication date of the annual report the previous CEO and MD Marnie Baker holds relevant interests in Sandhurst Trustees Ltd, in the amount of $15,297.30. That is a disclosure in the annual report. It's common knowledge and well known that Marnie’s husband is a director of Sandhurst Trustees Ltd since January 2016. I just want clarification, is this considered any form of conflict of interest or insider trading?

Vicki Carter
Thank you for the question. Certainly not. It is not considered a conflict of interest or anything remotely near insider trading. We would not approve of an arrangement that had those characteristics at all. It was a privilege for me to serve on the board alongside Richard Baker, he is a very good director, and we felt strongly that he was an independent director. He only ever was opining on Sandhurst matters, and we have appropriate conflicts and Chinese walls within the bank and Sandhurst as well to ensure that there are no conflicts there between Sandhurst and the parent, Bendigo Bank. Thank you. Robert, I understand we have another pre-submitted question?

Robert Musgrove
Thank you Chair. Shareholder Selwyn Krepp has submitted another question. In addition to NPS measures, will the Bank publish the number of complaints progressed through the Customer Advocate and AFCA as well as hardship requests and take them into consideration when paying incentives?

Vicki Carter
Thank you for your question, Mr Krepp. Throughout our Annual Financial Report, you will find a lot of references to customer complaints, so we are quite transparent in that regard. One of the things that we do when we look at our performance for the year, and in particular when we are considering NPS, which has been a strong measure for the Bank over several years. We do look at contraindicators, we think it's important to examine our complaints data or even hardship data, so that we have the full picture and are not just reliant on one metric. So, I can assure you that we take those things into account when we are considering STI performance outcomes - thank you for the question. Robert, are there any remaining questions?

Robert Musgrove
No further questions Vicki for this item of business.

Vicki Carter
Thank you. That concludes all questions for this item of business, and the direct voting and proxy details received prior to the meeting are now being displayed for your information. They are 78.81% in favour of the resolution, 19.39% against the resolution, and 1.8%. I do want to take this opportunity to make a couple of comments on Resolution 6. Your Board recognises the feedback that has been provided to date in relation to the Remuneration Report, and we are committed to delivering on the expectations of our shareholders, and we look forward to further engagement and greater alignment with respect to that, so thank you. Moving to Item 7, we are asking shareholders to consider, and if thought fit, to pass an ordinary resolution for approval of the grant of 136 718 performance rights to the CEO and Managing Director, Richard Fennell, as his long-term incentive for the financial year 30 June 2025 under the Bank’s omnibus equity and on the terms summarised in the explanatory notes and notice of the meeting. The performance rights are an incentive plan that create alignment between the CEO and other Executive’s remuneration and shareholder outcomes. The Performance Rights only vest if the Bank meets key performance objectives. So, these allocations are aligned to shareholder outcomes. These arrangements are consistent with market practice for ASX listed companies and financial institutions and are required to compete for the skills we require to manage the Bank. Robert, could you please read out the pre-submitted questions?

Robert Musgrove
Thank you to our shareholders that have submitted questions for this item, which can be best summarised by this question. What considerations are made when setting remuneration for the CEO and Managing Director?

Vicki Carter
Thank you. I think we touched on some of these questions a little bit earlier but obviously when we are setting CEO pay, one of the first things we consider in terms of the framework is that we want strong alignment between the outcomes that the CEO is charged with driving and shareholder outcomes as well. We look at benchmarking against other organisations and similar institutions, and we make sure that it aligns with our pay philosophy. We typically will ensure that the significant portion of the CEOs total package is in long-term incentive, and we have certainly done that with Richard. As I said, the pay outcomes are very tightly coupled with shareholder concerns as well. TSR is one of the things that is in Richard's package, as it is for all of the Executives. We make sure that those sorts of characteristics are in evidence in the pay structure as well. And then also we look at broader expectations that the community may have around pay practices. Are there any other questions? On this item?

Robert Musgrove
Thank you, there are no questions.

Collin Brady
There is one further question from the floor, from Rita Mazalevskis.

Rita Mazalevskis
Sorry, Chair, could you just explain the omnibus equity plan, how that works?

Vicki Carter
I could but we would be here all day. You can have a look at it if you like, but the omnibus equity plan has all of the terms and conditions in terms of how we pay our people, the settings, the terms and conditions, etcetera. It is a very standard structure which you would find in any organisation.

Rita Mazalevskis
So, is that a public document? For Shareholders?

Vicki Carter
I don't believe it is a public document, but it would not be an overly sensitive document. I can check for you and we can confirm it back to you in writing.

Collin Brady
No more questions from the floor.

Vicki Carter
Thank you, Collin. Robert, can we please take questions from anyone joining remotely?

Robert Musgrove
There are no further questions for this item of business.

Vicki Carter
Thank you, Robert. I can confirm that with Richard Fennell abstaining the Board recommends 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. They are: 94.16% in favour of the resolution, 4.08% against the resolution, and 1.76% open votes. Moving now to item 8, we are asking shareholders to consider, and if thought fit, pass as an ordinary resolution, that for the purpose of Rule 60 of the Bank's Constitution and ASX Listing Rule 10.17, the maximum aggregate annual remuneration that may be paid by the Bank as remuneration for the services of the Bank's Non-executive Directors in any financial year commencing on or after 1 July 2024 be increased by five hundred thousand from two and a half million dollars to three million dollars per annum. As set out in the Explanatory Notes, the Non-executive Directors' Fee Pool was last approved by shareholders thirteen years ago at the 2011 AGM. It is good practice to review the NED fee pool periodically. The Board is seeking shareholder approval to increase the NED Fee Pool to ensure it can accommodate the payment of fees to any additional Non-executive Directors appointed, if necessary, and to ensure that our fee structure enables us to attract and retain high quality directors with the right balance of skills, experience and expertise. The aggregate Non-executive Director fees paid for FY24 was $1,925,512. Although an increase in the NED Fee Pool is being sought, this does not indicate that fees will necessarily be increased up to the limit that is being asked for. I do want to confirm that there have been no director fees increases in the past year. Robert, could you please read out the pre-submitted questions.

Robert Musgrove
Vicki, we’ve had several questions come through to us for this item. They can be best encapsulated by this question: Why are you increasing the Non-executive Directors' Fee Pool?

Vicki Carter
Thank you. I think I probably covered the rationale there. So, it is about giving us some optionality and flexibility into the future, should we decide to add another Director to the Board. And obviously over the next several years we will continue to review our fees and ensure that they are serving us well in terms of attracting the quality of Directors that we need with the requisite skills and expertise. Importantly, this is not about increasing Director fees up to the level that we are asking for. And I will reiterate that there has not been any change to Director fees over the past year. Collin, do you have any questions here in the room?

Collin Brady
Thank you, Vicki, there are no questions from the floor on this item.

Vicki Carter
Thank you, Robert, are there any questions from those of us joining remotely?

Robert Musgrove
There are two questions from shareholders. The first is from Ronald Guy. Why should Director remuneration increases not be linked to CPI or increase equivalent to staff pay percentage increases?

Vicki Carter
Thank you, it's a good question, Mr Guy. Directors fees just do not move that often, and in my experience, they are never linked to CPI because they are not - they will not typically move - on an annual basis. And so that is probably where the difference ends. Any further questions, Robert?

Robert Musgrove
One remaining question Vicki from shareholder Stephen Mayne. When disclosing the outcome of voting on resolutions today, including the NED fee pool increase, would you please advise the ASX how many shareholders voted for and against each item? This will provide insight into the low retail shareholder participation race. Others have already blazed this trail, such as Qantas, Suncorp, Tabcorp, and Myer.

Vicki Carter
Thank you, Mr Mayne. We will be reporting on the resolutions as we have in previous years, but we are more than prepared to have a look at that practice for next year. Thank you. Are there any further questions, Robert?

Robert Musgrove
There are no further questions for this item of business, Vicki.

Vicki Carter
Thank you, Robert. I can confirm that the Board recommends that shareholders vote in favour of this resolution. It is noted that all Directors are excluded from voting on this matter, and the direct voting and proxy details received prior to the meeting are now being displayed for your information. 94.43% in favour of the resolution, 4.08% against the resolution, and 1.76% open votes. Before I proceed to the final matter, please note that voting will close at the end of this meeting, so please submit your votes now if you haven't done so already. The final matter is Item 9 in today's agenda, and we are asking shareholders to consider, and if thought fit to pass the following as special resolutions, that, pursuant to section 648G of the Corporations Act, the proportional takeover approval provisions in Rule 106 of the Constitution be renewed for a period of three years from the date of this meeting. Robert, could you please read out the pre-submitted questions?

Robert Musgrove
Thank you, Vicki. I have one question about the renewal of the Bank's proportional takeover provisions from Raymond and Margaret Conyers who simply ask, "Please explain".

Vicki Carter
Thank you Raymond and Margaret I’m not surprised at that question; it feels rather complex in terms of how it’s worded. As you may know, the Corporations Act requires that proportional takeover provisions are renewed every three years. And essentially these provisions are in the best interests of our shareholders because they require the majority approval on whether a proportional takeover bid is acceptable and should be permitted to proceed. So, without these sort of provisions, we could actually have a proportional takeover take place and the bid would come through and enable control of the Bank to pass without shareholders having the opportunity to either sell their shares to the bidder - and this could mean that control would pass to another party without the payment of an adequate control premium to our shareholders and those shareholders could then be left with a minority interest. Collin, can we take any questions from the floor?

Collin Brady
Thank you, Vicki, there are no questions from the floor on this item of business.

Vicki Carter
Thank you. Robert, we take questions from those joining remotely?

Robert Musgrove
Vicki, there are no further questions for this item of business.

Vicki Carter
Thank you, Robert. The direct voting and proxy details received prior to the meeting are now being displayed for your information. These details are 96.99% in favour of the resolution, 1.19% against the resolution and 1.82%. Thank you everyone for your attendance and contributions, that now concludes the items of business for today's meeting. I will now close the voting. The results of the votes will be released to the ASX later today. For the shareholders here with us at the Capitol Theatre, please join the Board and our Executive team for afternoon tea downstairs in the banquet room. I now declare this meeting closed, thank you.