18 November – 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

18 November 2021

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, Attachment B - Main features of capital instruments.

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

This information has been updated following the redemption of BEN's Floating Rate Capital Notes (ASX:BENHB) on 15 November 2021.

The disclosures provided have been prepared as at 15 November 2021.

Approved for release by: Travis Crouch - Chief Financial Officer

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About Bendigo and Adelaide Bank Limited

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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, Basel III Pillar 3 Disclosures, 15 November 2021

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	Instrument 7
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	Bendigo and Adelaide Bank
Limited	Limited	Limited	Limited	Limited	Limited	Limited
	Unique identifier (eg CUSIP, ISIN or
2	Bloomberg identifier for private	BEN	BENPG	BENPH	AU3FN0033668	AU3FN0046066	AU3FN0057410	AU3FN0063467
	placement)
3	Governing law(s) of the instrument	Victoria	Victoria	Victoria	Victoria	Victoria	Victoria	Victoria

	Regulatory Treatment	Instrument 1	Instrument 2	Instrument 3	Instrument 4	Instrument 5	Instrument 6	Instrument 7
4	Transitional Basel III rules	Common Equity Tier 1	Additional Tier 1	Additional Tier 1	Tier 2	Tier 2	Tier 2	Tier 2
5	Post-transitional Basel III rules	Common Equity Tier 1	Additional Tier 1	Additional Tier 1	Tier 2	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	Solo and Group
	Instrument type (ordinary
7	shares/preference shares/subordinated	Ordinary shares	Preference shares	Capital notes	Subordinated notes	Subordinated notes	Subordinated notes	Subordinated notes
	notes/other)
	Amount recognised in Regulatory
8	Capital (Currency in mil, as of most	5,053.09	321.62	502.44	125.00	275.00	150.00	0.00
recent reporting date1)
9	Par value of instrument	N/A	321.62	502.44	125.00	275.00	150.00	125.00
10	Accounting classification	Shareholders equity	Liability-amortised cost	Liability - amortised cost	Liability-amortised cost	Liability - amortised cost	Liability - amortised cost	Liability - amortised cost
11	Original date of issuance	19-December-1985	13-December-2017	30-November-2020	09-December-2016	30-November-2018	19-November-2020	14-October-2021
12	Perpetual or dated	Perpetual	Perpetual	Perpetual	Dated	Dated	Dated	Dated
13	Original maturity date	No maturity	No maturity	No maturity	09-December-2026	30-November-2028	19-November-2030	14-October-2031
14	Issuer call subject to prior supervisory	No	Yes	Yes	Yes	Yes	Yes	Yes
approval
					Subject to receiving prior	Subject to receiving prior	Subject to receiving prior	Subject to receiving prior
					written approval from APRA,	written approval from APRA,	written approval from APRA,	written approval from APRA,
					the Issuer may elect (but will	the Issuer may elect (but will	the Issuer may elect (but will	the Issuer may elect (but will
					not be obliged) to redeem all of	not be obliged) to redeem all of	not be obliged) to redeem all of	not be obliged) to redeem all of
					the Notes (subject to any	the Notes (subject to any	the Notes (subject to any	the Notes (subject to any
			Optional Call Date: 13 June	Call Date: 15 June 2027,	earlier Conversion or Write Off	earlier Conversion or Write Off	earlier Conversion or Write Off	earlier Conversion or Write Off
	Optional call date, contingent call dates		(in whole or in part) following	(in whole or in part) following	(in whole or in part) following	(in whole or in part) following
15	N/A	2024, Redemption of $100 per	Redemption of $100 per	Non-Viability Loss Absorption)	the receipt of a Non-Viability	the receipt of a Non-Viability	the receipt of a Non-Viability
and redemption amount
		CPS4.	Capital Note.	at par plus accrued interest (if	Determination) at par plus	Determination) at par plus	Determination) at par plus
					any) on 9 December 2021 (the	accrued interest (if any) on 30	accrued interest (if any) on 19	accrued interest (if any) on 14
					First Call Date) and on any	November 2023 (the First Call	November 2025 (the First Call	October 2026 (the First Call
					Business Day being an Interest Date) and on any Business	Date) and on any Business	Date) and on any Business
					Payment Date thereafter.	Day being an Interest Payment	Day being an Interest Payment	Day being an Interest Payment
						Date thereafter.	Date thereafter.	Date thereafter.

Notes

1 30 June 2021.

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Bendigo and Adelaide Bank Limited, Basel III Pillar 3 Disclosures, 15 November 2021

Table 2 Main Features of Capital Instruments Continued

	Regulatory Treatment	Instrument 1	Instrument 2	Instrument 3	Instrument 4	Instrument 5	Instrument 6	Instrument 7
					Subject to receiving prior	Subject to receiving prior	Subject to receiving prior	Subject to receiving prior
					written approval from APRA,	written approval from APRA,	written approval from APRA,	written approval from APRA,
				Bendigo and Adelaide Bank	the Issuer may elect (but will	the Issuer may elect (but will	the Issuer may elect (but will	the Issuer may elect (but will
			Bendigo and Adelaide Bank	not be obliged) to redeem all of	not be obliged) to redeem all of	not be obliged) to redeem all of	not be obliged) to redeem all of
			may also elect at its option to
			may also elect at its option to	the Notes (subject to any	the Notes (subject to any	the Notes (subject to any	the Notes (subject to any
			Exchange all or some Capital
			Exchange all or some CPS4	earlier Conversion or Write Off	earlier Conversion or Write Off	earlier Conversion or Write Off	earlier Conversion or Write Off
			Notes after a Tax Event or a
			after a Tax Event or a	(in whole or in part) following	(in whole or in part) following	(in whole or in part) following	(in whole or in part) following
			Regulatory Event, and may
16	Subsequent call dates, if applicable	N/A	Regulatory Event, and may	Non-Viability Loss Absorption)	the receipt of a Non-Viability	the receipt of a Non-Viability	the receipt of a Non-Viability
elect at its option to Convert all
			elect at its option to Convert all	Capital Notes following the	at par plus accrued interest (if	Determination) at par plus	Determination) at par plus	Determination) at par plus
			CPS4 following the occurrence	occurrence of a Change of	any) on 9 December 2021 (the	accrued interest (if any) on 30	accrued interest (if any) on 19	accrued interest (if any) on 14
			of an Acquisition Event.	First Call Date) and on any	November 2023 (the First Call	November 2025 (the First Call	October 2026 (the First Call
			Control Event.
				Business Day being an Interest Date) and on any Business	Date) and on any Business	Date) and on any Business
					Payment Date thereafter.	Day being an Interest Payment	Day being an Interest Payment	Day being an Interest Payment
						Date thereafter.	Date thereafter.	Date thereafter.

	Coupons/Dividends	Instrument 1	Instrument 2	Instrument 3	Instrument 4	Instrument 5	Instrument 6	Instrument 7
17	Fixed or floating dividend/coupon	N/A	Floating	Floating	Floating	Floating	Floating	Floating
18	Coupon rate and any related index	N/A	90 Day BBSW + 3.75% Margin 90 Day BBSW + 3.80% Margin	3 month BBSW + 2.80%	3 month BBSW + 2.45%	3 month BBSW + 1.95%	3 month BBSW + 1.48%
Margin	Margin	Margin	Margin
19	Existence of a dividend stopper	Fully discretionary	Mandatory	Mandatory	N/A	N/A	N/A	N/A
20	Fully discretionary, partially discretionary	Fully discretionary	Fully discretionary	Fully discretionary	Mandatory	Mandatory	Mandatory	Mandatory
or mandatory
21	Existence of step up or other incentive	N/A	No	No	No	No	No	No
to redeem
22	Noncumulative or cumulative	Noncumulative	Noncumulative	Noncumulative	Cumulative	Cumulative	Cumulative	Cumulative
23	Convertible or non-convertible	Nonconvertible	Convertible	Convertible	Convertible	Convertible	Convertible	Convertible
					Non-Viability Trigger Event: A	Non-Viability Trigger Event: A	Non-Viability Trigger Event: A	Non-Viability Trigger Event: A
					Non-Viability Trigger Event	Non-Viability Trigger Event	Non-Viability Trigger Event	Non-Viability Trigger Event
					occurs when APRA has	occurs when APRA has	occurs when APRA has	occurs when APRA has
					provided a written	provided a written	provided a written	provided a written
					determination (Non-Viability	determination (Non-Viability	determination (Non-Viability	determination (Non-Viability
					Determination) to the Issuer	Determination) to the Issuer	Determination) to the Issuer	Determination) to the Issuer
			Mandatory Conversion	Mandatory Exchange	that:	that:	that:	that:
			(i) the conversion or write-off of (i) the conversion or write-off of (i) the conversion or write-off of (i) the conversion or write-off of
			Optional Conversion	Optional Exchange
			Relevant Capital Instruments	Relevant Capital Instruments	Relevant Capital Instruments	Relevant Capital Instruments
			Conversion or write-down on	Exchange or write-down on
24	If convertible, conversion trigger(s)	N/A	of the Issuer is necessary	of the Issuer is necessary	of the Issuer is necessary	of the Issuer is necessary
Capital Trigger Event or a Non- Capital Trigger Event or a Non-
			Viability Trigger Event	Viability Trigger Event	because without the	because without the	because without the	because without the
			conversion or write-off APRA	conversion or write-off APRA	conversion or write-off APRA	conversion or write-off APRA
					considers that the Issuer would considers that the Issuer would considers that the Issuer would considers that the Issuer would
					become non-viable; or	become non-viable; or	become non-viable; or	become non-viable; or
					(ii) without a public sector	(ii) without a public sector	(ii) without a public sector	(ii) without a public sector
					injection of capital, or	injection of capital, or	injection of capital, or	injection of capital, or
					equivalent support, APRA	equivalent support, APRA	equivalent support, APRA	equivalent support, APRA
					determines that the Issuer will	determines that the Issuer will	determines that the Issuer will	determines that the Issuer will
					become non-viable.	become non-viable.	become non-viable.	become non-viable.

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Bendigo and Adelaide Bank Limited, Basel III Pillar 3 Disclosures, 15 November 2021

Table 2 Main Features of Capital Instruments Continued

	Coupons/Dividends	Instrument 1	Instrument 2	Instrument 3	Instrument 4	Instrument 5	Instrument 6	Instrument 7
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	May convert fully or partially
					The Conversion Number is	The Conversion Number is	The Conversion Number is	The Conversion Number is
					calculated according to the
					calculated according to the	calculated according to the	calculated according to the
					following formula, subject to
					following formula, subject to	following formula, subject to	following formula, subject to
					the Conversion Number being
					the Conversion Number being	the Conversion Number being	the Conversion Number being
					no greater than the Maximum
					no greater than the Maximum	no greater than the Maximum	no greater than the Maximum
					Conversion Number:
					Conversion Number:	Conversion Number:	Conversion Number:
					1. Conversion Number for
					1. Conversion Number for	1. Conversion Number for	1. Conversion Number for
					each Note = Nominal Amount /
					each Note = Nominal Amount	each Note = Nominal Amount	each Note = Nominal Amount
				Conversion into Ordinary	([1-0.01] x VWAP);	([1-0.01] x VWAP);	([1-0.01] x VWAP);	([1-0.01] x VWAP);
			Conversion into Ordinary	2. VWAP refers to the VWAP
			Shares: Conversion is into	2. VWAP refers to the VWAP	2. VWAP refers to the VWAP	2. VWAP refers to the VWAP
			Shares: Conversion is into	of BEN ordinary shares over
			approximately $101.01 worth of	of BEN ordinary shares over	of BEN ordinary shares over	of BEN ordinary shares over
			approximately $101.01 worth of	BEN Ordinary Shares per	the latest period of 5 business	the latest period of 5 business	the latest period of 5 business	the latest period of 5 business
			BEN Ordinary Shares per	Capital Note based on the	days on which trading of BEN	days on which trading of BEN	days on which trading of BEN	days on which trading of BEN
			CPS4 based on the $100	ordinary shares took place
26	If convertible, conversion rate	N/A	$100 Capital Note Issue Price	ordinary shares took place	ordinary shares took place	ordinary shares took place
CPS4 Issue Price and the	before (but not including) the
			and the volume weighted	before (but not including) the	before (but not including) the	before (but not including) the
			volume weighted average price	conversion date; and
			average price (subject to	conversion date; and	conversion date; and	conversion date; and
			(subject to certain adjustments	certain adjustments and	3. Nominal Amount means	3. Nominal Amount means	3. Nominal Amount means	3. Nominal Amount means
			and calculated in accordance	calculated in accordance with	$10,000. Maximum	$10,000. Maximum Conversion $10,000. Maximum Conversion $10,000. Maximum Conversion
			with the Term).	Conversion Number: =
			the Term).	Number: = Nominal Amount /	Number: = Nominal Amount /	Number: = Nominal Amount /
				Nominal Amount / (20% x
					(20% x Issue Date VWAP).	(20% x Issue Date VWAP).	(20% x Issue Date VWAP).
					Issue Date VWAP). Issue
					Issue Date VWAP refers to the	Issue Date VWAP refers to the	Issue Date VWAP refers to the
					Date VWAP refers to the
					VWAP of BEN ordinary shares	VWAP of BEN ordinary shares	VWAP of BEN ordinary shares
					VWAP of BEN ordinary shares
					over the 20 business days on	over the 20 business days on	over the 20 business days on
					over the 20 business days on	which trading of BEN ordinary	which trading of BEN ordinary	which trading of BEN ordinary
					which trading of BEN ordinary
					shares took place before (but	shares took place before (but	shares took place before (but
					shares took place before (but
					not including) Settlement Date	not including) Settlement Date	not including) Settlement Date
					not including) Settlement Date
					of the Notes.	of the Notes.	of the Notes.
					of the Notes.
27	If convertible, mandatory or optional	N/A	Mandatory	Mandatory	Mandatory	Mandatory	Mandatory	Mandatory
conversion
28	If convertible, specify instrument type	N/A	Ordinary Shares	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	BEN
instrument it converts into
30	Write-down feature	N/A	Yes	Yes	Yes	Yes	Yes	Yes

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Bendigo and Adelaide Bank Limited, Basel III Pillar 3 Disclosures, 15 November 2021

Table 2 Main Features of Capital Instruments Continued

	Coupons/Dividends	Instrument 1	Instrument 2	Instrument 3	Instrument 4	Instrument 5	Instrument 6	Instrument 7
					Upon a Non-Viability Trigger	Upon a Non-Viability Trigger	Upon a Non-Viability Trigger	Upon a Non-Viability Trigger
					Event occurring, BEN must	Event occurring, BEN must	Event occurring, BEN must	Event occurring, BEN must
					convert some or all of the	convert some or all of the	convert some or all of the	convert some or all of the
					relevant Tier 1 and Tier 2	relevant Tier 1 and Tier 2	relevant Tier 1 and Tier 2	relevant Tier 1 and Tier 2
					instruments (including the	instruments (including the	instruments (including the	instruments (including the
					Notes) into BEN ordinary	Notes) into BEN ordinary	Notes) into BEN ordinary	Notes) into BEN ordinary
					shares in accordance with	shares in accordance with	shares in accordance with	shares in accordance with
			APRA notifies the Issuer in	APRA notifies the Issuer in	APRA's written determination.	APRA's written determination.	APRA's written determination.	APRA's written determination.
			writing that:	writing that:	If this occurs, holders of the	If this occurs, holders of the	If this occurs, holders of the	If this occurs, holders of the
			conversion or write-off of	exchange or write-off of	Notes will, for each Note	Notes will, for each Note	Notes will, for each Note	Notes will, for each Note
31	If write-down,write-down trigger(s)		Additional Capital Instruments	Additional Capital Instruments	converted, receive the	converted, receive the	converted, receive the	converted, receive the
	is necessary because, without	is necessary because, without	Conversion Number of BEN	Conversion Number of BEN	Conversion Number of BEN	Conversion Number of BEN
			it, APRA considers that	it, APRA considers that	ordinary shares, subject to the	ordinary shares, subject to the	ordinary shares, subject to the	ordinary shares, subject to the
			Bendigo and Adelaide Bank	Bendigo and Adelaide Bank	Maximum Conversion Number. Maximum Conversion Number. Maximum Conversion Number. Maximum Conversion Number.
			would become non-viable.	would become non-viable.	Investors will be required to	Investors will be required to	Investors will be required to	Investors will be required to
					provide specified information	provide specified information	provide specified information	provide specified information
					(including their CHESS	(including their CHESS	(including their CHESS	(including their CHESS
					account details) by the	account details) by the	account details) by the	account details) by the
					conversion date in order to	conversion date in order to	conversion date in order to	conversion date in order to
					receive BEN ordinary shares	receive BEN ordinary shares	receive BEN ordinary shares	receive BEN ordinary shares
					on conversion.	on conversion.	on conversion.	on conversion.
			If Conversion is not effected	If Exchange is not effected	If conversion is not possible or	If Conversion is not possible or	If Conversion is not possible or	If Conversion is not possible or
			within five Business Days after	within five Business Days after	does not occur as specified in	does not occur as specified in	does not occur as specified in	does not occur as specified in
		N/A	a Capital Trigger Conversion	a Capital Trigger Event or Non-	the Conditions, the Notes	the Conditions (including if	the Conditions (including if	the Conditions (including if
			Date or Non-Viability	Viability Event for any reason,	(including all rights under the	there is an Inability Event and	there is an Inability Event and	there is an Inability Event and
			Conversion Date (as	the Capital Notes would be	Notes) will be immediately	Conversion has not been	Conversion has not been	Conversion has not been
			applicable) for any reason	Written Off.	Written-Off and the rights of	effected within 5 Business	effected within 5 Business	effected within 5 Business
			(including an Inability Event),		holders of Notes will be	Days after the Conversion	Days after the Conversion	Days after the Conversion
			the CPS4 would be Written		immediately and irrevocably	Date), the Notes (including all	Date), the Notes (including all	Date), the Notes (including all
			Off.		terminated within 5 days of the	rights under the Notes) will be	rights under the Notes) will be	rights under the Notes) will be
					Conversion Date, with any	immediately Written-Off and	immediately Written-Off and	immediately Written-Off and
					such Write-Off to be taken as	the rights of holders of Notes	the rights of holders of Notes	the rights of holders of Notes
					having effect on and from the	will be immediately and	will be immediately and	will be immediately and
					Conversion Date.	irrevocably terminated, with	irrevocably terminated, with	irrevocably terminated, with
					If the Issuer fails to issue BEN	any such Write-Off to be taken	any such Write-Off to be taken	any such Write-Off to be taken
					ordinary shares when it is	as having effect on and from	as having effect on and from	as having effect on and from
					required to do so, the remedies the Conversion Date. If the	the Conversion Date. If the	the Conversion Date. If the
					of holders of Notes will be	Issuer fails to issue BEN	Issuer fails to issue BEN	Issuer fails to issue BEN
					limited to seeking an order for	ordinary shares when it is	ordinary shares when it is	ordinary shares when it is
					specific performance (noting	required to do so, the remedies required to do so, the remedies required to do so, the remedies
					that when Notes are Written-	of holders of Notes will be	of holders of Notes will be	of holders of Notes will be
					Off, no rights to conversion will	limited to seeking an order for	limited to seeking an order for	limited to seeking an order for
					remain).	specific performance (noting	specific performance (noting	specific performance (noting
						that when Notes are Written-	that when Notes are Written-	that when Notes are Written-
						Off, no rights to conversion will	Off, no rights to conversion will	Off, no rights to conversion will
						remain).	remain).	remain).

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