9 December – 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

9 December 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 Subordinated Notes (ASX:BE4009) on 9 December 2021.

The disclosures provided have been prepared as at 9 December 2021.

Approved for release by: Travis Crouch - Chief Financial Officer

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About Bendigo and Adelaide Bank Limited

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Karen McRae, Head of Investor Relations p 08 8414 7060 m 0417 186 500

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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, 9 December 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
Regulatory Capital instruments
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
	Unique identifier (eg CUSIP, ISIN or
2	Bloomberg identifier for private	BEN	BENPG	BENPH	AU3FN0046066	AU3FN0057410	AU3FN0063467
	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	Additional Tier 1	Additional Tier 1	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
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 shares/subordinated	Ordinary shares	Preference shares	Capital 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	275.00	150.00	0.00
recent reporting date1)
9	Par value of instrument	N/A	321.62	502.44	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
11	Original date of issuance	19-December-1985	13-December-2017	30-November-2020	30-November-2018	19-November-2020	14-October-2021
12	Perpetual or dated	Perpetual	Perpetual	Perpetual	Dated	Dated	Dated
13	Original maturity date	No maturity	No maturity	No maturity	30-November-2028	19-November-2030	14-October-2031
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) 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
				Call Date: 15 June 2027,	(in whole or in part) following the	(in whole or in part) following the	(in whole or in part) following the
	Optional call date, contingent call dates		Optional Call Date: 13 June 2024,	receipt of a Non-Viability	receipt of a Non-Viability	receipt of a Non-Viability
15	N/A	Redemption of $100 per Capital	Determination) at par plus accrued	Determination) at par plus accrued	Determination) at par plus accrued
and redemption amount	Redemption of $100 per CPS4.
		Note.	interest (if any) on 30 November	interest (if any) on 19 November	interest (if any) on 14 October 2026
					2023 (the First Call Date) and on	2025 (the First Call Date) and on	(the First Call Date) and on any
					any Business Day being an Interest	any Business Day being an Interest	Business Day being an Interest
					Payment Date thereafter.	Payment Date thereafter.	Payment Date thereafter.

Notes

1 30 June 2021.

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Bendigo and Adelaide Bank Limited, Basel III Pillar 3 Disclosures, 9 December 2021

Table 2 Main Features of Capital Instruments Continued

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

	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 + 3.75% Margin	90 Day BBSW + 3.80% Margin	3 month BBSW + 2.45% Margin	3 month BBSW + 1.95% Margin	3 month BBSW + 1.48% Margin
19	Existence of a dividend stopper	Fully discretionary	Mandatory	Mandatory	N/A	N/A	N/A
20	Fully discretionary, partially discretionary	Fully discretionary	Fully discretionary	Fully discretionary	Mandatory	Mandatory	Mandatory
or mandatory
21	Existence of step up or other incentive	N/A	No	No	No	No	No
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 when	Viability Trigger Event occurs when	Viability Trigger Event occurs when
					APRA has provided a written	APRA has provided a written	APRA has provided a written
					determination (Non-Viability	determination (Non-Viability	determination (Non-Viability
			Mandatory Conversion	Mandatory Exchange	Determination) to the Issuer that:	Determination) to the Issuer that:	Determination) to the Issuer that:
			(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 of the	Relevant Capital Instruments of the	Relevant Capital Instruments of the
			Conversion or write-down on Capital Exchange or write-down on Capital
24	If convertible, conversion trigger(s)	N/A	Issuer is necessary because	Issuer is necessary because	Issuer is necessary because
Trigger Event or a Non-Viability	Trigger Event or a Non-Viability
			without the conversion or write-off	without the conversion or write-off	without the conversion or write-off
			Trigger Event	Trigger Event
			APRA considers that the Issuer	APRA considers that the Issuer	APRA considers that the Issuer
					would become non-viable; or	would become non-viable; or	would become non-viable; or
					(ii) without a public sector injection	(ii) without a public sector injection	(ii) without a public sector injection
					of capital, or equivalent support,	of capital, or equivalent support,	of capital, or equivalent support,
					APRA determines that the Issuer	APRA determines that the Issuer	APRA determines that the Issuer
					will become non-viable.	will become non-viable.	will become non-viable.

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Bendigo and Adelaide Bank Limited, Basel III Pillar 3 Disclosures, 9 December 2021

Table 2 Main Features of Capital Instruments Continued

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 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	Number being no greater than the	Number being no greater than the
					Maximum Conversion Number:		Maximum Conversion Number:		Maximum Conversion Number:
					1. Conversion Number for each		1. Conversion Number for each		1. Conversion Number for each
					Note = Nominal Amount ([1-0.01] x	Note = Nominal Amount ([1-0.01] x	Note = Nominal Amount ([1-0.01] x
			Conversion into Ordinary Shares:	Conversion into Ordinary Shares:	VWAP);		VWAP);		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 latest	BEN ordinary shares over the latest	BEN ordinary shares over the latest
			$101.01 worth of BEN Ordinary	$101.01 worth of BEN Ordinary
			period of 5 business days on which	period of 5 business days on which	period of 5 business days on which
			Shares per CPS4 based on the	Shares per Capital Note based on
			trading of BEN ordinary shares took	trading of BEN ordinary shares took	trading of BEN ordinary shares took
26	If convertible, conversion rate	N/A	$100 CPS4 Issue Price and the	the $100 Capital Note Issue Price
place before (but not including) the	place before (but not including) the	place before (but not including) the
			volume weighted average price	and the volume weighted average
			conversion date; and	3.	conversion date; and	3.	conversion date; and	3.
			(subject to certain adjustments and	price (subject to certain
			Nominal Amount means $10,000.	Nominal Amount means $10,000.	Nominal Amount means $10,000.
			calculated in accordance with the	adjustments and calculated in
			Maximum Conversion Number: =		Maximum Conversion Number: =		Maximum Conversion Number: =
			Term).	accordance with the Term).
			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 ordinary	refers to the VWAP of BEN ordinary	refers to the VWAP of BEN ordinary
					shares over the 20 business days	shares over the 20 business days	shares over the 20 business days
					on which trading of BEN ordinary		on which trading of BEN ordinary		on which trading of BEN ordinary
					shares took place before (but not		shares took place before (but not		shares took place before (but not
					including) Settlement Date of the		including) Settlement Date of the		including) Settlement Date of the
					Notes.		Notes.		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, 9 December 2021

Table 2 Main Features of Capital Instruments Continued

				Upon a Non-Viability Trigger Event	Upon a Non-Viability Trigger Event	Upon a Non-Viability Trigger Event
				occurring, 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	into BEN ordinary shares in	into BEN ordinary shares in
				accordance with APRA's written	accordance with APRA's written	accordance with APRA's written
				determination. If this occurs, holders determination. If this occurs, holders determination. If this occurs, holders
		APRA notifies the Issuer in writing	APRA notifies the Issuer in writing	of the Notes will, for each Note	of the Notes will, for each Note	of the Notes will, for each Note
		that:	that:	converted, receive the Conversion	converted, receive the Conversion	converted, receive the Conversion
		conversion or write-off of Additional	exchange or write-off of Additional	Number of BEN ordinary shares,	Number of BEN ordinary shares,	Number of BEN ordinary shares,
31	If write-down,write-down trigger(s)	Capital Instruments is necessary	Capital Instruments is necessary	subject to the Maximum Conversion	subject to the Maximum Conversion	subject to the Maximum Conversion
because, without it, APRA	because, without it, APRA	Number. Investors will be required	Number. Investors will be required	Number. Investors will be required
		considers that Bendigo and	considers that Bendigo and	to provide specified information	to provide specified information	to provide specified information
		Adelaide Bank would become non-	Adelaide Bank would become non-	(including their CHESS account	(including their CHESS account	(including their CHESS account
		viable.	viable.	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 Conversion is not effected within	If Exchange is not effected within	If Conversion is not possible or does If Conversion is not possible or does If Conversion is not possible or does
	five Business Days after a Capital	five Business Days after a Capital	not occur as specified in the	not occur as specified in the	not occur as specified in the
N/A	Trigger Conversion Date or Non-	Trigger Event or Non-Viability Event	Conditions (including if there is an	Conditions (including if there is an	Conditions (including if there is an
	Viability Conversion Date (as	for any reason, the Capital Notes	Inability Event and Conversion has	Inability Event and Conversion has	Inability Event and Conversion has
	applicable) for any reason (including	would be Written Off.	not been effected within 5 Business	not been effected within 5 Business	not been effected within 5 Business
	an Inability Event), the CPS4 would		Days after the Conversion Date),	Days after the Conversion Date),	Days after the Conversion Date),
	be Written Off.		the Notes (including all rights under	the Notes (including all rights under	the Notes (including all rights under
			the Notes) will be immediately	the Notes) will be immediately	the Notes) will be immediately
			Written-Off and the rights of holders	Written-Off and the rights of holders	Written-Off and the rights of holders
			of Notes will be immediately and	of Notes will be immediately and	of Notes will be immediately and
			irrevocably terminated, with any	irrevocably terminated, with any	irrevocably terminated, with any
			such Write-Off to be taken as	such Write-Off to be taken as	such Write-Off to be taken as
			having effect on and from the	having effect on and from the	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	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).

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