Bendigo and Adelaide Bank : 27 March - 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

27 March 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 27 March 2024

The information has been updated following the issuance of BEN's Capital Notes 2 on 25 March 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
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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)

Appendix A - Main Features of Capital Instruments

Table 2 Main Features of Capital Instruments

Table 2 Main Features of Capital Instruments Table 2 Main Features of Capital Instruments

Disclosure template for main features of Regulatory Capital instrumentsInstrument 1 Instrument 2 Instrument 3 Instrument 4 Instrument 5 Instrument 6 Instrument 7
1 Issuer	Bendigo and Adelaide Bank Limited	Bendigo and Adelaide Bank Limited Bendigo and Adelaide Bank Limited Bendigo and Adelaide Bank Limited	Bendigo and Adelaide Bank Limited Bendigo and Adelaide Bank Limited Bendigo and Adelaide Bank Limited
2 Unique identifier (eg CUSIP, ISIN or Bloomberg identifier for private placement)	BEN	BENPG BENPH BENPI	AU3FN0057410 AU3FN0063467 AU3FN0082517
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	N/A 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 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 Solo and Group
7 Instrument type (ordinary shares/preference shares/subordinated notes/other)	Ordinary shares	Preference shares Capital notes Capital notes	Subordinated notes Subordinated notes Subordinated notes
8 Amount recognised in Regulatory Capital (Currency in mil, as of most recent reporting date)	5,245.11	321.61 502.44 0.00	150.00 125.00 300.00
9 Par value of instrument	N/A	137.85 502.44 300.00	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 Liability - amortised cost
11 Original date of issuance	19-December-1985	13-December-2017 30-November-2020 25 March 2024	19 November 2020 14 October 2021 3 November 2023
12 Perpetual or dated	Perpetual	Perpetual Perpetual Perpetual	Dated Dated Dated
13 Original maturity date	No maturity	No maturity No maturity No maturity	19 November 2030 14 October 2031 3 November 2033
14 Issuer call subject to prior supervisory approval	No	Yes Yes Yes	Yes Yes Yes
15 Optional call date, contingent call dates and redemption amount	N/A	Optional Call Date: 13 June 2024, Redemption of $100 per CPS4. Call Date: 15 June 2027, Redemption of $100 per Capital Note. Optional Call Date: 13 December 2030, 13 March 2031, 13 June 2031, 13 September 2031 $100 per CN2	Subject to receiving prior written approval from APRA, the IssuerSubject to receiving prior written approval from APRA, the IssuerSubject to receiving prior written approval from APRA, the Issuermay elect (but will not be obliged) to may elect (but will not be obliged) to may elect (but will not be obliged) to redeem all of the Notes (subject to redeem all of the Notes (subject to redeem all of the Notes (subject to any earlier Conversion or Write Off any earlier Conversion or Write Off any earlier Conversion or Write Off (in whole or in part) following the receipt of a Non-Viability (in whole or in part) following the receipt of a Non-Viability (in whole or in part) following the receipt of a Non-ViabilityDetermination) at par plus accrued Determination) at par plus accrued Determination) at par plus accruedinterest (if any) on 19 November 2025 (the First Call Date) and on any Business Day being an Interestinterest (if any) on 14 October 2026 (the First Call Date) and on any Business Day being an Interest interest (if any) on 3 November 2028 (the First Call Date) and on any Business Day being an Interest Payment Date thereafter. Payment Date thereafter. Payment Date thereafter.

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Table 2 Main Features of Capital Instruments

Table 2 Main Features of Capital Instruments TTaabblele22MMaaininFFeeaatutureressoof fCCaappitiatal lInInsstrturummeenntsts Continued

Table 2 Main Features of Capital Instruments

Regulatory Treatment Instrument 1 Instrument 2 Instrument 3 Instrument 4 Instrument 5 Instrument 6 Instrument 7
16 Subsequent call dates, if applicable	N/A	Bendigo and Adelaide Bank may also elect at its option to Exchange all or some CPS4 after a Tax Event or a Regulatory Event, and may elect at its option to Convert all CPS4 following the occurrence of an Acquisition Event. Bendigo and Adelaide Bank may also elect at its option to Exchange all or some Capital Notes after a Tax Event or a Regulatory Event, and may elect at its option to Convert all Capital Notes following the occurrence of a Change ofRefer above. Bendigo and Adelaide Bank may also elect at its option to Exchange all or some CN2 after a Tax Event or a Regulatory Event, and may elect at its option to Control Event. Convert all CN2 following the occurrence of a Change of Control Event.	As outlined in row 15. As outlined in row 15. As outlined in row 15.
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 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 Mandatory	N/A N/A N/A
20 Fully discretionary, partially discretionary or mandatory	Fully discretionary	Fully discretionary Fully discretionary Fully discretionary	Mandatory Mandatory Mandatory
21 Existence of step up or other incentive to redeem	N/A	No No No	No No No
22 Noncumulative or cumulative	Noncumulative	Noncumulative Noncumulative Noncumulative	Cumulative Cumulative Cumulative
23 Convertible or non-convertible	Nonconvertible	Convertible Convertible Convertible	Convertible Convertible Convertible
24 If convertible, conversion trigger(s)	N/A	Mandatory Conversion Optional Conversion Conversion or write-down on Capital Trigger Event or a Non-Viability Trigger EventMandatory Exchange Optional ExchangeMandatory Exchange Optional ExchangeExchange or write-down on Capital Exchange or write-down on CapitalTrigger Event or a Non-Viability Trigger Event Trigger Event or a Non-Viability Trigger Event Change of Control Event Change of Control Event Change of Control Event	Non-Viability Trigger Event: A Non- Non-Viability Trigger Event: A Non- Non-Viability Trigger Event: A Non-Viability Trigger Event occurs when Viability Trigger Event occurs when Viability Trigger Event occurs when APRA has provided a written determination (Non-Viability Determination) to the Issuer that: (i) the conversion or write-off ofAPRA has provided a written determination (Non-Viability Determination) to the Issuer that: (i) the conversion or write-off ofAPRA has provided a written determination (Non-Viability Determination) to the Issuer that: (i) the conversion or write-off of Relevant Capital Instruments of the Relevant Capital Instruments of the Relevant Capital Instruments of theIssuer is necessary because without the conversion or write-off APRA considers that the Issuer would become non-viable; orIssuer is necessary because without the conversion or write-off APRA considers that the Issuer would become non-viable; orIssuer is necessary because without the conversion or write-off APRA considers that the Issuer would become non-viable; or (ii) without a public sector injection (ii) without a public sector injection (ii) without a public sector injectionof capital, or equivalent support, APRA determines that the Issuer will become non-viable. of capital, or equivalent support, APRA determines that the Issuer will become non-viable. of capital, or equivalent support, APRA determines that the Issuer will become non-viable.

Determination) to the Issuer that:

Determination) to the Issuer that:would become non-viable; orwould become non-viable; orDetermination) to the Issuer that:would become non-viable; or

Table 2 Main Features of Capital Instruments

Table 2 Main Features of Capital Instruments Continued Table 2 Main Features of Capital Instruments

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 partiallyMay convert fully or partiallyMay convert fully or partially	May convert fully or partiallyMay convert fully or partiallyMay convert fully or partially
26 If convertible, conversion rate	N/A	Conversion into Ordinary Shares: Conversion is into approximately $101.01 worth of BEN Ordinary Shares per CPS4 based on the $100 CPS4 Issue Price and the volume weighted average priceConversion into Ordinary Shares: Conversion is into approximately $101.01 worth of BEN Ordinary Shares per Capital Note based on the $100 Capital Note Issue Price and the volume weighted average (subject to certain adjustments and price (subject to certaincalculated in accordance with the Term). adjustments and calculated in accordance with the Term). Conversion into Ordinary Shares: Conversion is into approximately $101.01 worth of BEN Ordinary Shares per CN2 based on the $100 CN2 Issue Price and the volume weighted average price (subject to certain adjustments and calculated in accordance with the Term).	The Conversion Number is The Conversion Number is The Conversion Number is calculated according to the following calculated according to the following calculated according to the following formula, subject to the Conversion formula, subject to the Conversion formula, subject to the Conversion Number being no greater than the Maximum Conversion Number: 1. Conversion Number for each Number being no greater than the Maximum Conversion Number:Number being no greater than the Maximum Conversion Number: 1. Conversion Number for each 1. Conversion Number for eachNote = Nominal Amount/ ([1-0.01] x Note = Nominal Amount/ ([1-0.01] x Note = Nominal Amount / ([1-0.01] xVWAP); VWAP); VWAP); 2. VWAP refers to the VWAP of 2. VWAP refers to the VWAP of 2. VWAP refers to the VWAP ofBEN ordinary shares over the latest BEN ordinary shares over the latest BEN ordinary shares over the latest period of 5 business days on which period of 5 business days on which period of 5 business days on which trading of BEN ordinary shares took trading of BEN ordinary shares took trading of BEN ordinary shares took place before (but not including) the place before (but not including) the place before (but not including) the conversion date; and conversion date; and conversion date; and 3. Nominal Amount means $10,000. 3. Nominal Amount means $10,000. 3. Nominal Amount means $10,000. Maximum Conversion Number: = Nominal Amount / (20% x Issue Date VWAP). Issue Date VWAPMaximum Conversion Number: = Nominal Amount / (20% x Issue Date VWAP). Issue Date VWAPMaximum Conversion Number: = Nominal Amount / (20% x Issue Date VWAP). Issue Date VWAP refers to the VWAP of BEN ordinary refers to the VWAP of BEN ordinary refers to the VWAP of BEN ordinaryshares over the 20 business days on which trading of BEN ordinary shares took place before (but not including) Settlement Date of theshares over the 20 business days on which trading of BEN ordinary shares took place before (but not including) Settlement Date of theshares over the 20 business days on which trading of BEN ordinary shares took place before (but not includinPg)aSgeettlem|en3t Date of the Notes. Notes. Notes.
27 If convertible, mandatory or optional conversion	N/A	Mandatory Mandatory Mandatory	Mandatory Mandatory Mandatory
28 If convertible, specify instrument type convertible into	N/A	Ordinary Shares Ordinary Shares Ordinary Shares	Ordinary Shares Ordinary Shares Ordinary Shares
29 If convertible, specify issuer of instrument it converts into	N/A	BEN BEN BEN	BEN BEN BEN
30 Write-down feature	N/A	Yes Yes Yes	Yes Yes Yes

calculated according to the following

Note = Nominal Amount / ([1-0.01] x

conversion date; and

3. Nominal Amount means $10,000.

refers to the VWAP of BEN ordinary

Table 2 Main Features of Capital Instruments

Table 2 Main Features of Capital Instruments

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 EventUpon a Non-Viability Trigger EventUpon a Non-Viability Trigger Eventoccurring, BEN must convert some occurring, BEN must convert some occurring, BEN must convert some or all of the relevant Tier 1 and Tier or all of the relevant Tier 1 and Tier or all of the relevant Tier 1 and Tier 2 instruments (including the Notes) 2 instruments (including the Notes) 2 instruments (including the Notes)

into BEN ordinary shares in accordance with APRA's written determination. If this occurs, holders of the Notes will, for eachinto BEN ordinary shares in accordance with APRA's written determination. If this occurs, holders of the Notes will, for eachinto BEN ordinary shares in accordance with APRA's written determination. If this occurs, holders of the Notes will, for eachNote converted, receive the Note converted, receive the Note converted, receive the Conversion Number of BEN Conversion Number of BEN Conversion Number of BEN ordinary shares, subject to the ordinary shares, subject to the ordinary shares, subject to the Maximum Conversion Number. Maximum Conversion Number. Maximum Conversion Number. Investors will be required to provide Investors will be required to provide Investors will be required to provide specified information (including their specified information (including their specified information (including their

CHESS account details) by the CHESS account details) by the CHESS account details) by the conversion date in order to receive conversion date in order to receive conversion date in order to receive BEN ordinary shares on conversion. BEN ordinary shares on conversion. BEN ordinary shares on conversion.

If Conversion is not possible or does not occur as specified in the Conditions (including if there is anIf Conversion is not possible or does not occur as specified in the Conditions (including if there is anIf Conversion is not possible or does not occur as specified in the Conditions (including if there is anInability Event and Conversion has Inability Event and Conversion has Inability Event and Conversion has not been effected within 5 Business not been effected within 5 Business not been effected within 5 BusinessDays after the Conversion Date),Days after the Conversion Date),Days after the Conversion Date),the Notes (including all rights under the Notes (including all rights under the Notes (including all rights underthe Notes) will be immediatelythe Notes) will be immediatelythe Notes) will be immediatelyWritten-Off and the rights of holders Written-Off and the rights of holders Written-Off and the rights of holdersof Notes will be immediately and irrevocably terminated, with any such Write-Off to be taken as having effect on and from theof Notes will be immediately and irrevocably terminated, with any such Write-Off to be taken as having effect on and from theof Notes will be immediately and irrevocably terminated, with any such Write-Off to be taken as having effect on and from the

Conversion Date. If the Issuer fails Conversion Date. If the Issuer fails Conversion Date. If the Issuer fails to issue BEN ordinary shares when to issue BEN ordinary shares when to issue BEN ordinary shares when it is required to do so, the remedies it is required to do so, the remedies it is required to do so, the remedies of holders of Notes will be limited to of holders of Notes will be limited to of holders of Notes will be limited to

seeking an order for specific performance (noting that when Notes are Written-Off, no rights to conversion will remain).

seeking an order for specific performance (noting that when Notes are Written-Off, no rights to conversion will remain).

seeking an order for specific performance (noting that when Notes are Written-Off, no rights to conversion will remain).

Table 2 Main Features of Capital Instruments

Table 2 Main Features of Capital Instruments

Table 2 Main Features of Capital Instruments Continued

Coupons/Dividends Instrument 1 Instrument 2 Instrument 3 Instrument 4 Instrument 5 Instrument 6 Instrument 7
32 If write-down, full or partial	N/A	May be written down in full or partially May be written down in full or partially May be written down in full or partially	May be written down in full or partially May be written down in full or partially May be written down in full or partially
33 If write-down, permanent or temporary	N/A	Permanent Permanent Permanent	Permanent Permanent Permanent
34 If temporary write-down, description of write-up mechanism	N/A	N/A N/A N/A	N/A N/A N/A
35 Position in subordination hierarchy in liquidation (specify instrument type immediately senior to instrument)	Additional Tier 1 Capital	Tier 2 Capital Tier 2 Capital Tier 2 Capital	Unsubordinated unsecured creditorsUnsubordinated unsecured creditorsUnsubordinated unsecured creditors
36 Non-compliant transitioned features	N/A	No No No	No No No
37 If yes, specify non-compliant features	N/A	N/A N/A N/A	N/A N/A N/A