Rules 4.7.3 and 4.10.3

Appendix 4G

Key to Disclosures

Corporate Governance Council Principles and Recommendations

Name of entity

BENDIGO AND ADELAIDE BANK LIMITED

ABN/ARBN

Financial year ended:

11 068 049 178

30 JUNE 2021

Our corporate governance statement1 for the period above can be found at:2

These pages of our

  • annual report:

This URL on our

☒https://www.bendigoadelaide.com.au/esg/governancewebsite:

The Corporate Governance Statement is accurate and up to date as at 14 September 2021 and has been approved by the Board.

The annexure includes a key to where our corporate governance disclosures can be located.3

Date:

14 September 2021

Name of authorised officer

Carmen Lunderstedt, Company Secretary

authorising lodgement:

1 "Corporate governance statement" is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council's recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

  1. Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
  2. Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes "OR" at the end of the selection and you delete the other options, you can also, if you wish, delete the "OR" at the end of the selection.

See notes 4 and 5 below for further instructions on how to complete this form.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 1

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

ANNEXURE - KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the

Where a box below is ticked, we have NOT followed the

recommendation in fullfor the wholeof the period above. We

recommendation in full for the whole of the period

have disclosed this in our Corporate Governance Statement:

above. Our reasons for not doing so are:5

PRINCIPLE 1 - LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT

1.1

A listed entity should have and disclose a board charter setting out:

☒ on page 3 under "The role of our Board"

☐ set out in our Corporate Governance Statement OR

(a) the respective roles and responsibilities of its board and

and we have disclosed a copy of our board charter at:

☐ we are an externally managed entity and this

management; and

https://www.bendigoadelaide.com.au/esg/governance

recommendation is therefore not applicable

(b) those matters expressly reserved to the board and those

delegated to management.

1.2

A listed entity should:

☒ on page 8 under "Board renewal and re-election of Directors"

☐ set out in our Corporate Governance Statement OR

(a) undertake appropriate checks before appointing a director or

☐ we are an externally managed entity and this

senior executive or putting someone forward for election as a

recommendation is therefore not applicable

director; and

(b) provide security holders with all material information in its

possession relevant to a decision on whether or not to elect or re-

elect a director.

1.3

A listed entity should have a written agreement with each director and

☒ on page 8 under "Board renewal and re-election of Directors"

☐ set out in our Corporate Governance Statement OR

senior executive setting out the terms of their appointment.

☐ we are an externally managed entity and this

recommendation is therefore not applicable

1.4

The company secretary of a listed entity should be accountable directly

☒ on page 9 under "Appointment and equipping Directors to

☐ set out in our Corporate Governance Statement OR

to the board, through the chair, on all matters to do with the proper

perform their role"

☐ we are an externally managed entity and this

functioning of the board.

recommendation is therefore not applicable

  1. Tick the box in this column only if you have followed the relevant recommendation in fullfor the wholeof the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with "insert location" underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert "our corporate governance statement". If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg "pages 10-12 of our annual report"). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg "www.entityname.com.au/corporate governance/charters/").
  2. If you have followed all of the Council's recommendations in fullfor the wholeof the period above, you can, if you wish, delete this column from the form and re-format it.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 2

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the

Where a box below is ticked, we have NOT followed the

recommendation in fullfor the wholeof the period above. We

recommendation in full for the whole of the period

have disclosed this in our Corporate Governance Statement:

above. Our reasons for not doing so are:5

1.5

A listed entity should:

☒ on pages 9 - 23 under "Diversity and inclusion"

☐ set out in our Corporate Governance Statement OR

(a) have and disclose a diversity policy;

and we have disclosed a copy of our Diversity and Inclusion Policy at:

☐ we are an externally managed entity and this

(b) through its board or a committee of the board set measurable

https://www.bendigoadelaide.com.au/esg/governance

recommendation is therefore not applicable

objectives for achieving gender diversity in the composition of its

board, senior executives and workforce generally; and

and we have disclosed the information referred to in paragraph (c) at:

(c) disclose in relation to each reporting period:

https://www.bendigoadelaide.com.au/esg/governance

(1) the measurable objectives set for that period to achieve

(refer to pages 19 to 23 of our 2021 Corporate Governance

gender diversity;

(2) the entity's progress towards achieving those objectives;

Statement)

and as we were included in the S&P / ASX 300 Index at the

and

(3) either:

commencement of the reporting period, includes our measurable

objective for achieving gender diversity in the composition of our

(A) the respective proportions of men and women on the

Board of not less than 30% of the directors of each gender within a

board, in senior executive positions and across the

specified period.

whole workforce (including how the entity has defined

"senior executive" for these purposes); or

(B) if the entity is a "relevant employer" under the

Workplace Gender Equality Act, the entity's most

recent "Gender Equality Indicators", as defined in and

published under that Act.

If the entity was in the S&P / ASX 300 Index at the commencement of

the reporting period, the measurable objective for achieving gender

diversity in the composition of its board should be to have not less than

30% of its directors of each gender within a specified period.

1.6

A listed entity should:

☒ on page 10 under "Performance assessments of Board, Directors

☐ set out in our Corporate Governance Statement OR

(a) have and disclose a process for periodically evaluating the

and Board Committees"

☐ we are an externally managed entity and this

performance of the board, its committees and individual directors;

and we have disclosed the evaluation process referred to in

recommendation is therefore not applicable

and

paragraph (a) on page 10 of our 2021 Corporate Governance

(b) disclose for each reporting period whether a performance

Statement and whether a performance evaluation was undertaken for

evaluation has been undertaken in accordance with that process

the reporting period in accordance with that process at page 10 of our

during or in respect of that period.

2021 Corporate Governance Statement located at:

https://www.bendigoadelaide.com.au/esg/governance

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 3

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the

Where a box below is ticked, we have NOT followed the

recommendation in fullfor the wholeof the period above. We

recommendation in full for the whole of the period

have disclosed this in our Corporate Governance Statement:

above. Our reasons for not doing so are:5

1.7

A listed entity should:

☒ on page 18 under "Remuneration"

☐ set out in our Corporate Governance Statement OR

(a) have and disclose a process for evaluating the performance of its

and we have disclosed the evaluation process referred to in

☐ we are an externally managed entity and this

senior executives at least once every reporting period; and

paragraph (a) on page 18 of our 2021 Corporate Governance

recommendation is therefore not applicable

(b) disclose for each reporting period whether a performance

Statement and whether a performance evaluation was undertaken for

evaluation has been undertaken in accordance with that process

the reporting period in accordance with that process on page 18 of our

during or in respect of that period.

2021 Corporate Governance Statement located at:

https://www.bendigoadelaide.com.au/esg/governance

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 4

Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Corporate Governance Council recommendation

Where a box below is ticked,4 we have followed the

Where a box below is ticked, we have NOT followed the

recommendation in fullfor the wholeof the period above. We

recommendation in full for the whole of the period

have disclosed this in our Corporate Governance Statement:

above. Our reasons for not doing so are:5

PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE

2.1

The board of a listed entity should:

☒ on page 4 under "The role of our Board committees" and on page

☐ set out in our Corporate Governance Statement OR

(a) have a nomination committee which:

5 under "Governance and Human Resources"

☐ we are an externally managed entity and this

(1) has at least three members, a majority of whom are

and we have disclosed a copy of the charter of the committee at:

recommendation is therefore not applicable

independent directors; and

https://www.bendigoadelaide.com.au/esg/governance

(2) is chaired by an independent director,

and the information referred to in paragraph (4) on membership is on

and disclose:

page 4 under "The role of our Board committees" in the 2021

(3) the charter of the committee;

Corporate Governance Statement

(4) the members of the committee; and

and the information referred to in paragraph (5) on committee

(5) as at the end of each reporting period, the number of

meetings and attendance of members in the Directors' Report of the

2021 Annual Financial Report on pages 6 to 10, and 12, which is

times the committee met throughout the period and the

available at:

individual attendances of the members at those meetings;

https://www.bendigoadelaide.com.au/investor-centre/reports

or

(b) if it does not have a nomination committee, disclose that fact

and the processes it employs to address board succession

issues and to ensure that the board has the appropriate

balance of skills, knowledge, experience, independence and

diversity to enable it to discharge its duties and responsibilities

effectively.

2.2

A listed entity should have and disclose a board skills matrix setting

☒ on pages 6 and 7 under "Board composition - what we look for in

☐ set out in our Corporate Governance Statement OR

out the mix of skills that the board currently has or is looking to

our Directors"

☐ we are an externally managed entity and this

achieve in its membership.

and we have disclosed our board skills matrix in our Board Policy at:

recommendation is therefore not applicable

https://www.bendigoadelaide.com.au/esg/governance

2.3

A listed entity should disclose:

☒ on page 3 under "Our Directors"

☐ set out in our Corporate Governance Statement

(a) the names of the directors considered by the board to be

and we have disclosed the names of the directors considered by the

independent directors;

board to be independent directors, and where applicable, the

(b) if a director has an interest, position, affiliation or relationship of

information referred to in paragraph (b), and the length of service of

the type described in Box 2.3 but the board is of the opinion

each director and on pages 6 to 10 in our 2021 Annual Financial

that it does not compromise the independence of the director,

Report under "Directors' information" at:

the nature of the interest, position or relationship in question

https://www.bendigoadelaide.com.au/investor-centre/reports

and an explanation of why the board is of that opinion; and

(c) the length of service of each director.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

Page 5

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Bendigo and Adelaide Bank Limited published this content on 14 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 September 2021 00:31:06 UTC.