Bendigo and Adelaide Bank : BEN Constitution (Proposed Amendments 2021)

Proposed amendments 09/11/21

Constitution of Bendigo and Adelaide Bank Limited

ACN 068 049 178

This is the Constitution submitted to a meeting of Bendigo and Adelaide Bank Limited at [time] on [date] 2021 and signed by me for the purpose of identification.

________________________

Jacqueline Hey

Chair

Constitution of Bendigo and Adelaide Bank Limited

ACN 068 049 178

Contents

Preliminary		4
Interpretation		4
1	Interpretation	4
Securities		6
2	Issue of securities	6
3	Preference shares	6
4	Board's power to issue shares	7
5	Directors may participate	7
6	Surrender of shares	8
7	Restricted securities	8
8	Joint holders	9
9	Non-recognition of equitable or other interests	9
Form of Holding of Shares	10
10	Certificates	10
11	Uncertificated holdings	10
Calls 10
12	Power to make calls	10
13	Obligation for calls	10
14	When a call is made	10
15	Interest on the late payment of calls	10
16	Instalments	10
Forfeiture and Lien	11
17	Notice requiring payment of sums payable	11
18	Time and place for payment	11
19	Forfeiture on non-compliance with notice	11
20	Notice of forfeiture	11
21	Disposal of forfeited shares	11
22	Annulment of forfeiture	11
23	Liability despite forfeiture	11
24	Company's lien or charge	11
25	Sale of shares to enforce lien	12
26	Title to shares forfeited or sold to enforce lien	12
Payments by the Company	13
27	Payments by the Company	13
Transfer and transmission of securities	14
28	Transfers; proper ASTC transfers	14
29	Board may refuse to register	14
30	Closing Register, entitlement to vote	14
31	Transfer and certificate (if any)	14
32	Transmission on death	15
33	Transmission by operation of law	15
Non-marketable Parcels	15
34	Power of sale and ancillary matters	15
35	Sale with notice to holder and subject to option of holder to keep	16
36	Sale without notice to holder	17

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Constitution of Bendigo and Adelaide Bank Limited

ACN 068 049 178

Alteration of capital	17
37	Power to alter share capital	17
General Meetings	17
38	Calling of General meetings	17
39	Notice of general meeting	18
Proceedings of meetings	18
40	Business of general meetings	18
41	Quorum	18
42	Chairman	18
43	Acting Chairman	19
44	General conduct of meeting	19
45	Adjournment	20
46	Voting on show of hands	20
47	When a poll may be demanded	20
48	Taking a poll	20
49	Special meetings	20
Votes of Shareholders	21
50	Voting rights	21
51	Restriction on voting rights	21
52	Direct voting	21
53	Voting rights of personal representatives, etc	22
54	Proxies	22
55	Validity, revocation	23
56	Board may issue forms of proxy	23
57	Attorneys of shareholders	23
Directors		24
58	Number of Directors	24
59	Power to appoint Directors	24
60	Remuneration of Directors	24
61	Share Qualification for Directors	24
61A	Director to meet relevant regulatory requirements	24
62	Remuneration of Directors for extra services	25
63	Travelling and other expenses	25
64	Retirement benefits; superannuation payments	25
65	Directors may contract with Company	25
66	Director may hold other office	25
67	Exercise of voting power in other corporations	26
68	Directors may lend to the Company	26
Alternate Directors	26
69	Director may appoint alternate Director	26
Vacation of office of Director	27
70	Vacation of office by Director	27
71	Appointment of executives as Directors	27
Election of Directors	28
72	Retirement and nomination of Directors	28
Proceedings of Directors	29
73	Procedures relating to Board meetings	29

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Constitution of Bendigo and Adelaide Bank Limited

ACN 068 049 178

74	Meetings by technology	29
75	Votes at meetings	29
76	Chairman	29
77	Powers of meetings	30
78	Committees	30
79	Validity of acts	30
80	Resolution in writing	30
Powers of the Board	31
81	General powers of the Board	31
82	Power to borrow and guarantee	31
83	Power to give security	31
84	Power to authorise debenture holders, etc to make calls	31
85	Power to issue bond, debenture or other security	31
86	Personal liability of officer	31
87	Seal	32
Dividends		32
88	Declaration or determination of dividend	32
89	Dividend Plans	32
90	Employee Share Plan	33
91	Distribution otherwise than in cash	33
92	Capitalisation of profits	33
93	Transfer of shares	34
94	Retention of dividends; unclaimed dividends	34
95	How money is payable	34
Notices		35
96	Service of notices	35
97	When notice deemed to be served	35
98	Shareholder not known at registered address	35
99	Calculation of period of notice	35
100	Notice to transferor binds transferee	36
101	Service on deceased shareholders	36
Winding Up		36
102	Distribution in specie	36
103	Variation of rights of contributories	36
104	Liability to calls	36
Indemnity, Insurance and Access	37
105	Indemnity of Officers, insurance and access	37
Proportional Takeover Approval	38
106	Proportional takeover approval	38

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Constitution of Bendigo and Adelaide Bank Limited

ACN 068 049 178

Constitution of Bendigo and Adelaide Bank Limited ACN 068 049 178

Preliminary

The name of the Company is Bendigo and Adelaide Bank Limited. The Company is a public company limited by shares.

The replaceable rules in the Corporations Act do not apply to the Company.

Interpretation

1 Interpretation

In this Constitution unless the context requires otherwise:

ASX Settlement means ASX Settlement Pty Ltd (ABN 49 008 504 532).

ASX Settlement Operating Rules means the operating rules of ASX Settlement or of any relevant organisation which is an alternative or successor to, or replacement of, ASX Settlement or any applicable person who holds a licence under the Corporations Act authorising them to operate a clearing and settlement facility.

ASX means ASX Limited (ABN 98 008 624 691).

Board means the Directors for the time being of the Company or those of them who are present at a meeting at which there is a quorum.

business day means a day which is a business day for the purposes of the Listing Rules. call includes any instalment of a call and any amount due on issue of any share.

Chairman means the Chairman of the Board or other person occupying the position of Chairman or Acting Chairman under Rule 42 or Rule 43.

CHESS Holding has the meaning given to that term in the ASX Settlement Operating Rules.

Committee means a Committee to which powers have been delegated by the Board under Rule 78.

Company means Bendigo and Adelaide Bank Limited. Constitution means this Constitution as amended.

Corporations Act means the Corporations Act 2001 (Cth) and the Corporations Regulations.

Director means a person appointed or elected to the office of Director of the Company in accordance with this Constitution and where appropriate includes an alternate Director.

Direct Vote has the meaning given in Rule 52.

Issuer Sponsored Holding has the meaning given to that term in the ASX Settlement Operating Rules.

Listing Rules means the ASX Listing Rules.

Non-marketableParcel means a parcel of shares in a single class registered in the same name or the same joint names which is less than:

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