17 June Basel III Pillar 3 Disclosures: Prudential Standard APS 330 Attachment B Main Features of Capital Instruments

Basel III Pillar 3 Disclosures: Prudential Standard APS 330

Attachment B: Main Features of Capital Instruments

17 June 2024

Bendigo and Adelaide Bank Limited (ASX:BEN), is an Authorised Deposit-taking Institution (ADI) subject to regulation by the Australian Prudential Regulation Authority (APRA). Attached is the prudential information required to be disclosed in accordance with Prudential Standard APS 330.

The prudential disclosures have been prepared for Bendigo and Adelaide Bank Limited.

The disclosures provided have been prepared as at 17 June 2024.

The information has been updated following the redemption of BEN's Converting Preference Shares 4 (CPS4) on 13 June 2024.

Approved for release by: Luke Davidson - Group Treasurer

Media enquiries	Investor enquiries
James Frost	Sam Miller
Head of Public Relations	Head of Investor Relations and ESG
0419 867 219	0402 426 767
[e-mail]	[e-mail]

About Bendigo and Adelaide Bank Limited

Bendigo and Adelaide Bank is Australia's better big bank, with more than 7,000 staff helping our over 2 million customers to achieve their financial goals. Bendigo and Adelaide Bank's vision is to be Australia's bank of choice, by feeding into the prosperity of customers and their communities.

Bendigo and Adelaide Bank Limited ABN 11 068 049 178 AFSL 237879. (1615280-161579) (05/21)

The Bendigo Centre | PO Box 480, Bendigo VIC 3552 | PH 1300 236 344

bendigoadelaide.com.au

Bendigo and Adelaide Bank Limited, Basel III Pillar 3 Disclosures, 17 June 2024

Appendix A - Main Features of Capital Instruments

Table 2 Main Features of Capital Instruments

Disclosure template for main features of	Instrument 1	Instrument 2	Instrument 3	Instrument 4	Instrument 5	Instrument 6
Regulatory Capital instruments
1	Issuer	Bendigo and Adelaide Bank	Bendigo and Adelaide Bank	Bendigo and Adelaide Bank	Bendigo and Adelaide Bank	Bendigo and Adelaide Bank	Bendigo and Adelaide Bank
Limited	Limited	Limited	Limited	Limited	Limited
	Unique identifier (eg CUSIP, ISIN or
2	Bloomberg identifier for private	BEN	BENPH	BENPI	AU3FN0057410	AU3FN0063467	AU3FN0082517
	placement)
3	Governing law(s) of the instrument	Victoria	Victoria	Victoria	Victoria	Victoria	Victoria
	Regulatory Treatment	Instrument 1	Instrument 2	Instrument 3	Instrument 4	Instrument 5	Instrument 6
4	Transitional Basel III rules	Common Equity Tier 1	N/A	N/A	N/A	N/A	N/A
5	Post-transitional Basel III rules	Common Equity Tier 1	Additional Tier 1	Additional Tier 1	Tier 2	Tier 2	Tier 2
6	Eligible at solo/group/group & solo	Solo and Group	Solo and Group	Solo and Group	Solo and Group	Solo and Group	Solo and Group
	Instrument type (ordinary
7	shares/preference	Ordinary shares	Capital notes	Capital notes	Subordinated notes	Subordinated notes	Subordinated notes
	shares/subordinated notes/other)
	Amount recognised in Regulatory
8	Capital (Currency in mil, as of most	5,245.11	502.44	0.00	150.00	125.00	300.00
	recent reporting date)
9	Par value of instrument	N/A	502.44	300.00	150.00	125.00	300.00
10	Accounting classification	Shareholders equity	Liability - amortised cost	Liability - amortised cost	Liability - amortised cost	Liability - amortised cost	Liability - amortised cost
11	Original date of issuance	19-December-1985	30-November-2020	25-March-2024	19-November-2020	14-October-2021	03-November-2023
12	Perpetual or dated	Perpetual	Perpetual	Perpetual	Dated	Dated	Dated
13	Original maturity date	No maturity	No maturity	No maturity	19 November 2030	14 October 2031	3 November 2033
14	Issuer call subject to prior supervisory	No	Yes	Yes	Yes	Yes	Yes
approval
					Subject to receiving prior written	Subject to receiving prior written	Subject to receiving prior written
					approval from APRA, the Issuer	approval from APRA, the Issuer	approval from APRA, the Issuer
					may elect (but will not be obliged)	may elect (but will not be obliged)	may elect (but will not be obliged)
					to redeem all of the Notes	to redeem all of the Notes	to redeem all of the Notes
					(subject to any earlier Conversion	(subject to any earlier Conversion	(subject to any earlier Conversion
			Call Date: 15 June 2027,	Optional Call Date: 13 December	or Write Off (in whole or in part)	or Write Off (in whole or in part)	or Write Off (in whole or in part)
	Optional call date, contingent call		2030, 13 March 2031, 13 June	following the receipt of a Non-	following the receipt of a Non-	following the receipt of a Non-
15	N/A	Redemption of $100 per Capital
dates and redemption amount	2031, 13 September 2031	Viability Determination) at par	Viability Determination) at par	Viability Determination) at par
		Note.
			$100 per CN2	plus accrued interest (if any) on	plus accrued interest (if any) on	plus accrued interest (if any) on 3
					19 November 2025 (the First Call	14 October 2026 (the First Call	November 2028 (the First Call
					Date) and on any Business Day	Date) and on any Business Day	Date) and on any Business Day
					being an Interest Payment Date	being an Interest Payment Date	being an Interest Payment Date
					thereafter.	thereafter.	thereafter.

1 Bendigo and Adelaide Bank Limited

Bendigo and Adelaide Bank Limited, Basel III Pillar 3 Disclosures, 17 June 2024

Table 2 Main Features of Capital Instruments Continued

	Regulatory Treatment	Instrument 1	Instrument 2	Instrument 3	Instrument 4	Instrument 5	Instrument 6
			Bendigo and Adelaide Bank may	Refer above. Bendigo and
			also elect at its option to
			Adelaide Bank may also elect at
			Exchange all or some Capital
			its option to Exchange all or some
			Notes after a Tax Event or a
			CN2 after a Tax Event or a	As outlined in row 15.	As outlined in row 15.	As outlined in row 15.
16	Subsequent call dates, if applicable	N/A	Regulatory Event, and may elect
Regulatory Event, and may elect
			at its option to Convert all Capital
			Notes following the occurrence of	at its option to Convert all CN2
			following the occurrence of a
			a Change of Control Event.
			Change of Control Event.

	Coupons/Dividends	Instrument 1	Instrument 2	Instrument 3	Instrument 4	Instrument 5	Instrument 6
17	Fixed or floating dividend/coupon	N/A	Floating	Floating	Floating	Floating	Floating
18	Coupon rate and any related index	N/A	90 Day BBSW + 3.80% Margin	3m BBSW +3.20% Margin	3 month BBSW + 1.95% Margin	3 month BBSW + 1.48% Margin	3 month BBSW + 2.60% Margin
19	Existence of a dividend stopper	Fully discretionary	Mandatory	Mandatory	N/A	N/A	N/A
20	Fully discretionary, partially	Fully discretionary	Fully discretionary	Fully discretionary	Mandatory	Mandatory	Mandatory
discretionary or mandatory
21	Existence of step up or other	N/A	No	No	No	No	No
incentive to redeem
22	Noncumulative or cumulative	Noncumulative	Noncumulative	Noncumulative	Cumulative	Cumulative	Cumulative
23	Convertible or non-convertible	Nonconvertible	Convertible	Convertible	Convertible	Convertible	Convertible
					Non-Viability Trigger Event: A Non- Non-Viability Trigger Event: A Non- Non-Viability Trigger Event: A Non-
					Viability Trigger Event occurs	Viability Trigger Event occurs	Viability Trigger Event occurs
					when APRA has provided a	when APRA has provided a	when APRA has provided a
					written determination (Non-	written determination (Non-	written determination (Non-
					Viability Determination) to the	Viability Determination) to the	Viability Determination) to the
			Mandatory Exchange	Mandatory Exchange	Issuer that:	Issuer that:	Issuer that:
			(i) the conversion or write-off of	(i) the conversion or write-off of	(i) the conversion or write-off of
			Optional Exchange	Optional Exchange
			Relevant Capital Instruments of	Relevant Capital Instruments of	Relevant Capital Instruments of
			Exchange or write-down on	Exchange or write-down on
24	If convertible, conversion trigger(s)	N/A	the Issuer is necessary because	the Issuer is necessary because	the Issuer is necessary because
Capital Trigger Event or a Non-	Capital Trigger Event or a Non-
			without the conversion or write-	without the conversion or write-	without the conversion or write-
			Viability Trigger Event	Viability Trigger Event
			off APRA considers that the	off APRA considers that the	off APRA considers that the
			Change of Control Event	Change of Control Event
			Issuer would become non-viable;	Issuer would become non-viable;	Issuer would become non-viable;
					or	or	or
					(ii) without a public sector	(ii) without a public sector	(ii) without a public sector
					injection of capital, or equivalent	injection of capital, or equivalent	injection of capital, or equivalent
					support, APRA determines that	support, APRA determines that	support, APRA determines that
					the Issuer will become non-viable. the Issuer will become non-viable. the Issuer will become non-viable.

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Bendigo and Adelaide Bank Limited, Basel III Pillar 3 Disclosures, 17 June 2024

Table 2 Main Features of Capital Instruments Continued

	Coupons/Dividends	Instrument 1	Instrument 2	Instrument 3		Instrument 4		Instrument 5		Instrument 6
25	If convertible, fully or partially	N/A	May convert fully or partially	May convert fully or partially	May convert fully or partially	May convert fully or partially	May convert fully or partially
					The Conversion Number is	The Conversion Number is	The Conversion Number is
					calculated according to the	calculated according to the	calculated according to the
					following formula, subject to the	following formula, subject to the	following formula, subject to the
					Conversion Number being no	Conversion Number being no	Conversion Number being no
					greater than the Maximum	greater than the Maximum	greater than the Maximum
						Conversion Number:		Conversion Number:		Conversion Number:
					1. Conversion Number for each	1. Conversion Number for each	1. Conversion Number for each
					Note = Nominal Amount/ ([1-0.01]	Note = Nominal Amount/ ([1-0.01]	Note = Nominal Amount / ([1-0.01]
			Conversion into Ordinary Shares: Conversion into Ordinary Shares:		x VWAP);		x VWAP);		x VWAP);
			2. VWAP refers to the VWAP of	2. VWAP refers to the VWAP of	2. VWAP refers to the VWAP of
			Conversion is into approximately	Conversion is into approximately
			BEN ordinary shares over the	BEN ordinary shares over the	BEN ordinary shares over the
			$101.01 worth of BEN Ordinary	$101.01 worth of BEN Ordinary
			latest period of 5 business days	latest period of 5 business days	latest period of 5 business days
			Shares per Capital Note based	Shares per CN2 based on the
			on which trading of BEN ordinary	on which trading of BEN ordinary	on which trading of BEN ordinary
26	If convertible, conversion rate	N/A	on the $100 Capital Note Issue	$100 CN2 Issue Price and the
shares took place before (but not	shares took place before (but not	shares took place before (but not
			Price and the volume weighted	volume weighted average price
			including) the conversion date;	including) the conversion date;	including) the conversion date;
			average price (subject to certain	(subject to certain adjustments
			and	3. Nominal	and	3. Nominal	and	3. Nominal
			adjustments and calculated in	and calculated in accordance
			Amount means $10,000.	Amount means $10,000.	Amount means $10,000.
			accordance with the Term).	with the Term).
			Maximum Conversion Number: =	Maximum Conversion Number: =	Maximum Conversion Number: =
					Nominal Amount / (20% x Issue	Nominal Amount / (20% x Issue	Nominal Amount / (20% x Issue
					Date VWAP). Issue Date VWAP	Date VWAP). Issue Date VWAP	Date VWAP). Issue Date VWAP
					refers to the VWAP of BEN	refers to the VWAP of BEN	refers to the VWAP of BEN
					ordinary shares over the 20	ordinary shares over the 20	ordinary shares over the 20
					business days on which trading of	business days on which trading of	business days on which trading of
					BEN ordinary shares took place	BEN ordinary shares took place	BEN ordinary shares took place
					before (but not including)	before (but not including)	before (but not including)
					Settlement Date of the Notes.	Settlement Date of the Notes.	Settlement Date of the Notes.
27	If convertible, mandatory or optional	N/A	Mandatory	Mandatory		Mandatory		Mandatory		Mandatory
conversion
28	If convertible, specify instrument type	N/A	Ordinary Shares	Ordinary Shares		Ordinary Shares		Ordinary Shares		Ordinary Shares
convertible into
29	If convertible, specify issuer of	N/A	BEN	BEN		BEN		BEN		BEN
instrument it converts into
30	Write-down feature	N/A	Yes	Yes		Yes		Yes		Yes

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Bendigo and Adelaide Bank Limited, Basel III Pillar 3 Disclosures, 17 June 2024

Table 2 Main Features of Capital Instruments Continued

	Coupons/Dividends	Instrument 1	Instrument 2	Instrument 3	Instrument 4	Instrument 5	Instrument 6
					Upon a Non-Viability Trigger	Upon a Non-Viability Trigger	Upon a Non-Viability Trigger
					Event occurring, BEN must convert Event occurring, BEN must convert Event occurring, BEN must convert
					some or all of the relevant Tier 1	some or all of the relevant Tier 1	some or all of the relevant Tier 1
					and Tier 2 instruments (including	and Tier 2 instruments (including	and Tier 2 instruments (including
					the Notes) into BEN ordinary	the Notes) into BEN ordinary	the Notes) into BEN ordinary
			APRA notifies the Issuer in writing	APRA notifies the Issuer in writing	shares in accordance with	shares in accordance with	shares in accordance with
			that:	that:	APRA's written determination. If	APRA's written determination. If	APRA's written determination. If
			exchange or write-off of	conversion or write-off of	this occurs, holders of the Notes	this occurs, holders of the Notes	this occurs, holders of the Notes
31	If write-down,write-down trigger(s)		Additional Capital Instruments is	Additional Capital Instruments is	will, for each Note converted,	will, for each Note converted,	will, for each Note converted,
	necessary because, without it,	necessary because, without it,	receive the Conversion Number	receive the Conversion Number	receive the Conversion Number
			APRA considers that Bendigo	APRA considers that Bendigo	of BEN ordinary shares, subject to	of BEN ordinary shares, subject to	of BEN ordinary shares, subject to
			and Adelaide Bank would	and Adelaide Bank would	the Maximum Conversion	the Maximum Conversion	the Maximum Conversion
			become non-viable.	become non-viable.	Number. Investors will be required	Number. Investors will be required	Number. Investors will be required
					to provide specified information	to provide specified information	to provide specified information
					(including their CHESS account	(including their CHESS account	(including their CHESS account
					details) by the conversion date in	details) by the conversion date in	details) by the conversion date in
					order to receive BEN ordinary	order to receive BEN ordinary	order to receive BEN ordinary
					shares on conversion.	shares on conversion.	shares on conversion.
			If Exchange is not effected within	If Exchange is not effected within	If Conversion is not possible or	If Conversion is not possible or	If Conversion is not possible or
		N/A	five Business Days after a Capital	five Business Days after a Capital	does not occur as specified in the	does not occur as specified in the	does not occur as specified in the
		Trigger Event or Non-Viability	Trigger Event or Non-Viability	Conditions (including if there is an	Conditions (including if there is an	Conditions (including if there is an
			Event for any reason, the Capital	Event for any reason, the CN2	Inability Event and Conversion	Inability Event and Conversion	Inability Event and Conversion
			Notes would be Written Off.	would be Written Off.	has not been effected within 5	has not been effected within 5	has not been effected within 5
					Business Days after the	Business Days after the	Business Days after the
					Conversion Date), the Notes	Conversion Date), the Notes	Conversion Date), the Notes
					(including all rights under the	(including all rights under the	(including all rights under the
					Notes) will be immediately	Notes) will be immediately	Notes) will be immediately
					Written-Off and the rights of	Written-Off and the rights of	Written-Off and the rights of
					holders of Notes will be	holders of Notes will be	holders of Notes will be
					immediately and irrevocably	immediately and irrevocably	immediately and irrevocably
					terminated, with any such Write-	terminated, with any such Write-	terminated, with any such Write-
					Off to be taken as having effect	Off to be taken as having effect	Off to be taken as having effect
					on and from the Conversion Date. on and from the Conversion Date. on and from the Conversion Date.
					If the Issuer fails to issue BEN	If the Issuer fails to issue BEN	If the Issuer fails to issue BEN
					ordinary shares when it is	ordinary shares when it is	ordinary shares when it is
					required to do so, the remedies of required to do so, the remedies of required to do so, the remedies of
					holders of Notes will be limited to	holders of Notes will be limited to	holders of Notes will be limited to
					seeking an order for specific	seeking an order for specific	seeking an order for specific
					performance (noting that when	performance (noting that when	performance (noting that when
					Notes are Written-Off, no rights to	Notes are Written-Off, no rights to	Notes are Written-Off, no rights to
					conversion will remain).	conversion will remain).	conversion will remain).

4 Bendigo and Adelaide Bank Limited

Bendigo and Adelaide Bank Limited, Basel III Pillar 3 Disclosures, 17 June 2024

Table 2 Main Features of Capital Instruments Continued

	Coupons/Dividends	Instrument 1	Instrument 2	Instrument 3	Instrument 4	Instrument 5	Instrument 6
32	If write-down, full or partial	N/A	May be written down in full or	May be written down in full or	May be written down in full or	May be written down in full or	May be written down in full or
partially	partially	partially	partially	partially
33	If write-down, permanent or	N/A	Permanent	Permanent	Permanent	Permanent	Permanent
temporary
34	If temporary write-down, description	N/A	N/A	N/A	N/A	N/A	N/A
of write-up mechanism
	Position in subordination hierarchy in				Unsubordinated unsecured	Unsubordinated unsecured	Unsubordinated unsecured
35	liquidation (specify instrument type	Additional Tier 1 Capital	Tier 2 Capital	Tier 2 Capital
creditors	creditors	creditors
	immediately senior to instrument)
36	Non-compliant transitioned features	N/A	No	No	No	No	No
37	If yes, specify non-compliant features	N/A	N/A	N/A	N/A	N/A	N/A

5 Bendigo and Adelaide Bank Limited