8 questions asked at 2022 Bendigo Bank AGM

November 11, 2022

Here is the text of the 8 questions asked at the 2022 Bendigo Bank hybrid AGM held on Monday, November 7.

Did any of the 5 main proxy advisers - ACSI, Ownership Matters, Glass Lewis, ISS and ASA - recommend a vote against any of today's resolutions? Has their been a material proxy protest vote against any of today's resolutions? Will you disclose the proxy votes before the debate on each resolutions so shareholders can ask questions about the reasons if there have been any protest votes? Also, why not disclose the proxies to the ASX with the formal addresses like many others companies now do, including Sims Group earlier today? Will you do this next year?

As a City of Manningham councillor, I'd just like to place on record our appreciation for the great work Bendigo's local community bank branches in Doncaster, Templestowe and Warrandyte have done in our local government area. More than $5.5 million has been donated to local community groups by the East Doncaster based community bank including more than $600,000 this year alone. You are the only competitors to councils in terms of funding sport and community groups and have stepped up at a time when the Commonwealth Bank has just closed 3 of its 5 Manningham branches since COVID hit. The only issue is your ability to compete on deposits. Our council has almost $100 million in cash. Why won't head office allow community banks to be more competitive in terms of attracting large term deposits from councils?

Heartiest congratulations to David Matthews for effectively founding the Community Bank model in his home town of Rupanyup back in the 1980s as the Big Four banks were abandoning many rural communities across the country. This unique nationwide model is unprecedented anywhere in the world and has profoundly assisted hundreds of communities. Thank you also for transparently clarifying that this will be David's last 3 year term after first joining the board in 2010. Could the chair clarify whether the board is planning to continue to have an effective representative of the community banking model on the board after David retires, a bit like the way REA Group always has a real estate agency representative on their board, given they are such an important constituency. Will you commit to always having a voice for the community bank model on our main board?

What was the process through which we recruited Alistair Muir to the board. Was a recruitment firm involved and did the full board interview multiple candidates? Could Alistair clarify if he knew any of the Bendigo directors before engaging with the recruitment process?

Answer: Yes, a recruitment firm was involved and Alistair didn't know any of the directors before the process began.

Two non Big Four banks have been sold over the past 3 years. Bank of Queensland bought ME Bank from the industry funds and ANZ has committed to buy Suncorp Bank. Did we participate in either sales process? The Australian Shareholders Association voting intentions report for today's AGM openly canvases the prospect of our bank merging with Bank of Queensland as the last two regionals standing. Bendigo is currently capitalised at $5 billion and BoQ has a market value of $4.6 billion. I'm personally opposed to such a merger and ask the board to commit not to engage in any merger discussions with BoQ over the next 12 months.

Our company has more than 100,000 retail shareholders but less than 5% of them will vote today, partly because we feel powerless and swamped by the big institutional shareholders. In order to change this dreadfully low voter participation rate, when disclosing the outcome of voting on all resolutions today, could you please advise the ASX how many shareholders voted for and against each item, similar to what happens with a scheme of arrangement? This will provide a better public gauge of retail shareholder sentiment on all resolutions and was a disclosure initiative adopted by the likes of Metcash, Altium and Dexus last year and Webjet and Tabcorp so far this AGM season.

Given the interesting discussions across a range of topics today, including this remuneration report item, could the chair undertake to make an archived copy of the webcast plus a full transcript of proceedings available on the company's website? The likes of Nine, AGL, ASX, ANZ, Domino's and Lend Lease all produced their 1st AGM transcripts in 2021. Will you follow suit today? This is something IAG has been doing since 2003. The two hour and 50 minute webcast of last year's AGM is available, but it is a daunting prospect to wade through it. Judges and politicians aren't told to wade through videos of their deliberations but instead get caught transcripts and hansard so how about treating us 100,000 Bendigo shareholders the same by delivering a first ever AGM transcript in 2022?

If the proxy advisers were all in favour of all resolutions today, could the chair please explain why there was a 10% protest vote against David Matthews' re-election? Is it a tenure issue? This is why we need voting disclosure before the debate so we can ask questions. Has there been a similar protest vote against the other directors?

Answer: not asked as lodged it too late.