Issued Capital

Changes to issued and quoted securities during the period

Ordinary Shares

Number of Shares $m

Fully paid ordinary shares at 30 June 2010 361,366,745 3,361.7

Shares issued:

September 2010 - Dividend Reinvestment Plan at $9.19 2,713,513 24.9

September 2010 - Bonus Share Scheme (in lieu of dividend payment) at $9.19 301,032

-Fully paid ordinary shares at 31 December 2010 364,381,290 3,386.6

Preference Shares

Preference shares of $100 face value (fully paid) at 30 June 2010 900,000 88.5

Preference shares of $100 face value (fully paid) at 31 Dec 2010 900,000 88.5

Step Up Preference Shares

Preference shares of $100 face value (fully paid) at 30 June 2010 1,000,000 100.0

Preference shares of $100 face value (fully paid) at 31 Dec 2010 1,000,000 100.0

Bendigo and Adelaide Bank Limited

ABN 11 068 049 178

Half Year Financial Report

For the period ending

31 December 2010

CORPORATE INFORMATION

This half year report covers the consolidated entity comprising Bendigo and Adelaide Bank Limited (“the Company”) and its subsidiaries (“the Group”).

A description of the Group’s operations and its principal activities is included in the review of operations and activities in the Directors’ Report. The Directors’ Report is not subject to audit or review and does not form part of the financial report.

3 STATUTORY HALF YEAR FINANCIAL REPORT

3.1 Directors' Report

Your Directors submit their report for the half year ended 31 December 2010.

3.1.1 Directors

The names of the directors of the Board of Bendigo and Adelaide Bank Limited (“the Company”) who have held office during the half-year and up to the date of this report are as below. Directors were in office for the entire period unless otherwise stated.

The principal activities of the Company and its controlled entities ("the Group") during the financial period were the provision of a range of banking and other financial services, including retail banking, third party mortgages, business lending, margin lending, business banking and commercial finance, funds management, treasury and foreign exchange services (including trade finance), superannuation, financial advisory and trustee services.

Effective 1 December 2010, Bendigo and Adelaide Bank Limited purchased the remaining 40% shareholding of Rural Bank Limited, from Elders Limited. Rural Bank Limited is now a wholly owned subsidiary of Bendigo and Adelaide Bank Limited.

The Group recorded continued growth in income and profits during the half-year when compared to the previous corresponding period:

Total income increased $86.6 million or 16.2% to $620.8 million when compared with the half-year ended 31 December 2009.

Profit before tax increased by $50.3 million, or 31%, to $212.3 million. Profit after tax (attributable to members of the parent) increased by $69.8 million to $173.9 million and included an after tax income of $0.7 million (2009: $19.1 million expense) relating to cash flow hedge ineffectiveness. Other than the cash flow hedge ineffectiveness, after tax profit was also impacted favourably by other items that were of an unusual and/or non-recurring nature which total $16.9 million after tax (2009: $11.0 million expense). These items are disclosed in Note 3.7.6 of this financial report.

Group assets increased 2.7% or $1.4 billion during the half-year. Group assets at 31 December 2010 were

$53.5 billion.

The total capital adequacy ratio decreased during the half from 11.15% to 11.07%. Tier one capital decreased during the half year from 8.55% to 8.06% with Tier two capital increasing from 2.60% to 3.01%.

Fully franked dividends paid on preference shares during the half year:

113.07 cents per share, paid on 15 September 2010.

110.91 cents per share, paid on 15 December 2010.

Fully franked dividends paid on step up preference shares during the half year:

110.00 cents per share, paid on 12 July 2010.

116.00 cents per share, paid on 11 October 2010.

Fully franked dividends paid on reset preference shares during the half year:

310.53 cents per share, paid on 1 November 2010.

Fully franked dividends paid or declared on ordinary shares during the half year:

Final dividend of 30.0 cents per share, paid on 30 September 2010 in respect of the year ended 30 June 2010.

Interim dividend of 30.0 cents per share, declared on 14 February 2011, payable on 31 March 2011.

3.1.3 Significant changes in the state of affairs

The following significant change in the state of affairs of the Company occurred during the half year:

In September 2010, 2,713,513 shares were allotted at an issue price of $9.19 to those shareholders participating in the Dividend Reinvestment Plan, increasing share capital by $24.9 million.

Effective 1 December 2010, the Company purchased the remaining 40% interest in Rural Bank Limited for the consideration of $166.6 million. Rural Bank Limited is a wholly-owned subsidiary of the Company from this date.

In the opinion of the directors, there were no other significant changes in the state of affairs of the Group that occurred during the half-year under review not otherwise disclosed in this report or the financial statements.

3.1.4 Events after balance sheet date

On 14 February 2011 the directors of Bendigo and Adelaide Bank Limited declared an interim dividend of 30.0 cents per ordinary share (fully-franked) in respect of the December 2010 half-year payable on 31 March 2011. The amount estimated to be appropriated in relation to this dividend is $107.1 million. The dividend has not been provided for in the 31 December 2010 half year financial statements.

In early January 2011 significant flood events occurred across much of Queensland and parts of Victoria and New South Wales, with the potential to impact the serviceability of loans and the value of securing assets.

While insurance recoveries and the extent of other financial assistance and support are uncertain, the Bank is currently assessing the impact on each affected customer. The Directors will continue to assess the loan portfolio in order to reliably quantify additional costs expected to be incurred and the extent of any required impairment charges. As at the date of this report, this assessment is still ongoing and no adjustments for flooding related issues have been reflected in the financial statements of this report.

No other matters or circumstances have arisen since the end of the half-year to the date of this report which significantly affected or may significantly affect the operations of the Group, the results of those operations, or the state of affairs of the Group in subsequent financial periods.

3.1.5 Independence of auditor

The Bank's audit committee has conducted an assessment of the independence of the external auditor for the period ended 31 December 2010. The assessment was conducted on the basis of the Bank's audit independence policy and the requirements of the Corporations Act 2001. The assessment included a review of non-audit services provided by the auditor and an assessment of the independence declaration issued by the external auditor for the period ended 31 December 2010. The audit committee's assessment confirmed that the independence requirements have been met. The audit committee's assessment was accepted by the full Board.

The following independence declaration has been obtained from our auditors, Ernst & Young.

Auditor’s Independence Declaration to the Directors of Bendigo and Adelaide Bank Limited

In relation to our review of the financial report of Bendigo and Adelaide Bank Limited for the half year ended 31 December 2010, to the best of my knowledge and belief, there have been no contraventions of the auditor independence requirements of the Corporations Act 2001 or any applicable code of professional conduct.

Ernst & Young

T M Dring Partner Melbourne 14 February 2011

Signed in accordance with a resolution of the Board of Directors.

Robert Johanson, Chairman Bendigo

14 February 2011

3.2 Condensed Income Statement

Earnings per share for profit attributable to the ordinary equity holders of the parent:

Basic earnings per ordinary share (cents per share) 3.7.6 46.7 29.7

C o ns o lida t e d

3.3 Balance Sheet

3.4 Statement of Comprehensive Income for the half year ended 31 December 2010

C o ns o lida t e d

2 0 10 2 0 0 9

$ m $ m

Available for sale financial assets revaluation 32.9 33.9

Transfer available for sale assets revaluation to income (0.2) (0.8)

Net gain/(loss) on cash flow hedges taken to equity 59.3 167.8

Net unrealised gain/(loss) on investments in available for sale portfolio (0.4)

-Actuarial gain/(loss) on superannuation defined benefits plan 1.7 1.7

Tax effect on items taken directly to or transferred from equity (28.4) (63.1)

Net income/(loss) recognised directly in equity 64.9 139.5

Profit for the period ended 31 December 178.4 109.0

Total comprehensive income for the period 243.3 248.5

Total comprehensive income for the period attributable to:

Non-controlling interest 5.8 5.4

Members of the Parent 237.5 243.1

3.5 Statement of Changes in Equity

for the half year ended 31 December 2010

Non-controlling Total

interest equity

Is s ue d o rdina ry ES O P P re f e re nc e R e t a ine d E m plo ye e A s s e t re v a lua t io n A s s e t re v a lua t io n N e t unre a lis e d C a s h f lo w A c quis it io ns G e ne ra l re s e rv e T o t a l c a pit a l s ha re s s ha re s e a rnings be ne f it s re s e rv e - pro pe rt y re s e rv e - A F S ga ins re s e rv e he dge re s e rv e R e s e rv e f o r c re dit lo s s e s

re s e rv e s ha re inv e s t m e nt s

$ m $ m $ m $ m $ m $ m $ m $ m $ m $ m $ m $ m $ m $ m

CONSOLIDATED At 1 July 2010

Opening balance b/fwd 3,361.7 (27.7) 188.5 234.5 20.3 3.6 27.5 0.3 (178.7) - 104.7 3,734.7 145.7 3,880.4 Comprehensive income:

Profit for the half-year - - - 173.9 - - - - - - - 173.9 4.5 178.4 Other comprehensive income - - - 1.7 - (0.2) 22.2 (0.4) 40.3 - - 63.6 1.3 64.9 Total comprehensive income for

the period - - - 175.6 - (0.2) 22.2 (0.4) 40.3 - - 237.5 5.8 243.3

Transactions with owners in their capacity as owners:

Shares issued 24.9 - - - - - - - - - - 24.9 - 24.9 Reduction in Employee Share

Ownership Plan shares - 1.7 - - - - - - - - - 1.7 - 1.7 Movement in general reserve for

credit losses (GRCL) - - - (3.8) - - - - - - 3.8 - 0.1 0.1 Share based payment - - - - (1.3) - - - - - - (1.3) - (1.3) Equity dividends - - - (110.0) - - - - - - - (110.0) (8.6) (118.6) Non Controlling Interest Unwind - - - - - - - - - - - - (144.0) (144.0) Acquisition Reserve - Rural Bank - - - - - - - - - (20.4) - (20.4) (20.4) Other - - - - - - - - - - - - 1.0 1.0 At 31 December 2010 3,386.6 (26.0) 188.5 296.3 19.0 3.4 49.7 (0.1) (138.4) (20.4) 108.5 3,867.1 - 3,867.1

Attributable to ow ners of Bendigo and Adelaide Bank Lim ited

Statement of Changes in Equity (continued) for the half year ended 30 June 2010

Non-controlling Total

interest equity Is s ue d o rdina ry E S O P P re f e re nc e R e t a ine d E m plo ye e A s s e t re v a lua t io n A s s e t re v a lua t io n N e t unre a lis e d C a s h f lo w G e ne ra l re s e rv e T o t a l

c a pit a l s ha re s s ha re s e a rnings be ne f it s re s e rv e - pro pe rt y re s e rv e - A F S ga ins re s e rv e he dge re s e rv e f o r c re dit lo s s e s

re s e rv e s ha re inv e s t m e nt s

$ m $ m $ m $ m $ m $ m $ m $ m $ m $ m $ m $ m $ m

CONSOLIDATED At 1 January 2010

Opening balance b/fwd 3,321.6 (30.0) 188.5 199.4 16.3 2.1 28.5 - (189.4) 100.6 3,637.6 132.7 3,770.3 Comprehensive income:

Profit for the half-year - - - 138.5 - - - - - - 138.5 12.4 150.9 Other comprehensive income - - - 2.3 - 1.5 (1.0) 0.3 10.7 - 13.8 - 13.8 Total comprehensive income for

the period - - - 140.8 - 1.5 (1.0) 0.3 10.7 - 152.3 12.4 164.7 Transactions with owners in their

capacity as owners:

Shares issued 40.0 - - - - - - - - - 40.0 - 40.0 Share issue expenses 0.1 - - - - - - - - - 0.1 - 0.1 Reduction in Employee Share

Ownership Plan shares - 2.3 - - - - - - - - 2.3 - 2.3 Movement in general reserve for

credit losses (GRCL) - - - (4.1) - - - - - 4.1 (0.0) (0.1) (0.1) Share based payment - - - - 4.0 - - - - - 4.0 - 4.0 Equity dividends - - - (101.6) - - - - - - (101.6) (14.0) (115.6) Acquisition Accounting Amortisation Unwind - - - - - - - - - - - 15.1 15.1 Other - - - - - - - - - - - (0.4) (0.4) At 30 June 2010 3,361.7 (27.7) 188.5 234.5 20.3 3.6 27.5 0.3 (178.7) 104.7 3,734.7 145.7 3,880.4

Attributable to ow ners of Bendigo and Adelaide Bank Lim ited

Statement of Changes in Equity (continued)

3.6 Cash Flow Statement

3.7 Notes to and forming part of the financial statements

3.7.1 Corporate information

The half year financial report of Bendigo and Adelaide Bank Limited for the six months ended 31 December 2010 was authorised for issue in accordance with a resolution of the Directors on 14 February 2011.

Bendigo and Adelaide Bank Limited is a company limited by shares incorporated in Australia whose shares are publicly traded on the Australian Securities Exchange.

The domicile of Bendigo and Adelaide Bank Limited is Australia.

The Group’s functional and presentation currency is AUD ($).

3.7.1.1 Changes in state of affairs

Effective 1 December 2010, Bendigo and Adelaide Bank Limited purchased the remaining 40% shareholding of Rural Bank Limited, from Elders Limited. Rural Bank Limited is now a wholly owned subsidiary of Bendigo and Adelaide Bank Limited.

3.7.2 Summary of significant accounting policies

The half year financial report does not include notes of the type normally included in an annual financial report and therefore cannot be expected to provide as full an understanding of the financial performance, financial position and finance and investing activities of the consolidated entity as would a full financial report.

It is recommended that the half-year report is read in conjunction with the Annual Financial Report of Bendigo and Adelaide Bank Limited as at 30 June 2010, which was prepared based on Australian Accounting Standards, together with any public announcements made by Bendigo and Adelaide Bank Limited and its controlled entities during the half-year ended 31 December 2010 in accordance with the continuous disclosure obligations arising under the Corporations Act 2001.

Apart from the changes in accounting policy noted below, the accounting policies and methods of computation are the same as those adopted in the most recent annual financial report.

3.7.2.1 Basis of preparation

Bendigo and Adelaide Bank Limited is a “prescribed corporation” in terms of the Corporations Act 2001.

Financial reports prepared in compliance with the Banking Act are deemed to comply with the accounts provisions of the Corporations Act 2001.

The half-year financial report is a general purpose financial report which has been prepared in accordance with the Banking Act, applicable Australian Accounting Standards including AASB 134 “Interim Financial Reporting”, Corporations Act 2001 and the requirements of law in so far as they are applicable to Australian banking corporations.

The half-year financial report has been prepared in accordance with the historical cost convention or amortised cost for loans and receivables and financial liabilities, except for investment properties, land and buildings, derivative financial instruments, held for trading and available-for-sale financial assets which are measured at their fair value.

The amounts contained in this report have been rounded off under the option available to the Company under ASIC Class Order 98/0100. The Company is an entity to which the Class Order applies. The Class Order allows for rounding to the nearest one hundred thousand dollars $’00,000).

For the purposes of preparing the half-year financial report, the half year has been treated as a discrete reporting period.

3.7.2.2 Changes in accounting policies

Since 1 July 2010 the Group has adopted the following Standards and Interpretations, mandatory for annual reporting periods beginning on or after 1 July 2010. Adoption of these Standards and Interpretations did not have any material effect on the financial position or performance of the Group.

 AASB 2009-8 Amendments to Australian Accounting Standards — Group Cash-settled Share-based Payment Transactions [AASB 2]

 AASB 2009-5 Further Amendments to Australian Accounting Standards arising from the Annual Improvements Project [AASB 5, 8, 101, 107, 117, 118, 136 & 139]

 AASB 2009-13 Amendments to Australian Accounting Standards arising from Interpretation 19 [AASB 1]

 AASB 2010-3 Amendments to Australian Accounting Standards arising from the Annual Improvements Project

The Group has not early adopted any Standards and Interpretations that have recently been issued or amended but are not yet effective for the half year ended 31 December 2010.

AASB 2009-8 Amendments to Australian Accounting Standards — Group Cash — Settled Share-based Payment Transactions [AASB 2]

The amendments clarify the scope of AASB 2 Share-based Payment by requiring an entity that receives goods or services in a share-based payment arrangement to account for those goods or services no matter which entity in the group settles the transaction, and no matter whether the transaction is settled in shares or cash. The amendments incorporate the requirements previously included in Interpretation 8 Scope of AASB 2 and Interpretation 11 AASB 2 — Group and Treasury Share Transactions. It does not have an impact on the financial position or performance of the Group.

AASB 2009-13 Amendments to Australian Accounting Standards arising from Interpretation 19 [AASB 1]

This amendment to AASB 1 allows a first-time adopter to apply the transitional provisions in Interpretation 19 as identified in AASB 1048. Interpretation 19 clarifies that equity instruments issued to a creditor to extinguish a financial liability are “consideration paid” in accordance with paragraph 41 of IAS 39. As a result, the financial liability is derecognised and the equity instruments issued are treated as consideration paid to extinguish that financial liability.

The interpretation states that equity instruments issued in a debt for equity swap should be measured at the fair value of the equity instruments issued, if this can be determined reliably. If the fair value of the equity instruments issued is not reliably determinable, the equity instruments should be measured by reference to the fair value of the financial liability extinguished as of the date of extinguishment. It does not have an impact on the financial position or performance of the Group.

AASB 2010-3 Amendments to Australian Accounting Standards arising from the Annual Improvements Project

The amendments limit the scope of the measurement choices of non-controlling interest (NCI) to instruments that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation. Other components of NCI are measured at fair value. The amendment requires an entity (in a business combination) to account for the replacement of the acquiree’s share-based payment transactions (whether obliged or voluntarily), in a consistent manner i.e., allocate between consideration and post combination expenses. It also clarifies that contingent consideration from a business combination that occurred before the effective date of AASB 3 Revised is not restated and that the revised

Annual Improvements Project

In June 2010 the AASB issued omnibus of amendments to its Standards as part of the Annual Improvements Project, primarily with a view to removing inconsistencies and clarifying wording. There are separate transitional provisions and application dates for each amendment. The adoption of the following amendments resulted in changes to accounting policies but did not have any impact on the financial position or performance of the Group:

 AASB 5 Non-current Assets Held for Sale and Discontinued Operations: clarifies that the disclosures required in respect of non-current assets and disposal groups classified as held for sale or discontinued operations are only those set out in AASB 5. The disclosure requirements of other Accounting Standards only apply if specifically required for such non-current assets or discontinued operations.

 AASB 8 Operating Segments: clarifies that segment assets and liabilities need only be reported when those assets and liabilities are included in measures that are used by the chief operating decision maker. As the Group's chief operating decision maker does review segment assets and liabilities, the Group has continued to disclose this information.

 AASB 107 Statement of Cash Flows: States that only expenditure that results in recognising an asset can be classified as a cash flow from investing activities.

 AASB 136 Impairment of Assets: The amendment clarifies that the largest unit permitted for allocating goodwill, acquired in a business combination, is the operating segment as defined in AASB 8 before aggregation for reporting purposes.

3.7.3 Segment information

The Group has identified its operating segments based on the internal reports that are reviewed and used by the executive management team (chief operating decision makers) in assessing performance and determining the allocation of resources.

The operating segments are identified according to the nature of products and services provided and the key delivery channels, with each segment representing a strategic business unit that offers a different delivery method and/or different products and services. Discrete financial information about each of these operating businesses is reported to the executive management team on a monthly basis.

The segments presented reflect changes to the structure which were implemented during the year, including recognition of Rural Bank Limited as a single operating segment. The comparatives have been restated to reflect the changed structure.

Segment assets and liabilities reflect the value of loans and deposits directly managed by the operating segment. All other assets of the group are managed centrally.

Types of products and services Retail banking

Net interest income predominantly derived from the provision of first mortgage finance less interest paid to depositors; and fee income from the provision of banking services delivered through the company-owned branch network and the Group's share of net interest and fee income from the Community Bank branch network.

Third party banking

Net interest income and fees derived from the manufacture and processing of residential home loans, distributed through mortgage brokers, mortgage managers and predominantly mortgage originators and Alliance partners.

Wealth

Fees, commissions and interest from the provision of financial planning services, margin lending activities and wealth deposit distribution. Commission received as Responsible Entity for managed investment schemes and for corporate trusteeships and other trustee and custodial services.

Rural Bank

The principal activities of Rural Bank are the provision of banking services to agribusiness, rural and regional Australian communities.

Central functions

Central functions

In document Bendigo and Adelaide Bank Limited ABN (Page 32-66)