Annual General Meeting 2024

Report of the Nominations Committee

‍

The Nominations Committee is established by the Bank Australia Board in accordance with Appendix 3 Section A3-4(1) of the Company’s Constitution.

The committee’s purpose is to assess the fitness and proprietary of potential candidates for the office of Director of the Company, in accordance with the Fit and Proper Policy and the Constitution.

The Nominations Committee hereby declares that:

• There were no nominated candidates who failed to make themselves available for interview by the Nominations Committee
• The following nominated candidates demonstrated an ability to be Directors of Bank Australia in accordance with Clause A3-4(7):

− Simon O’Connor

− Anne-Marie O’Loghlin

− David Wakeley

Fran Raymond

Chair, Nominations Committee

‍

Agenda Item 7 – Non-Executive Directors’ Remuneration Cap

‍

To consider and, if thought fit, pass the following resolution as an ordinary resolution:

‘That, with effect from 28 November 2024, the aggregated amount of remuneration payable by the Company to non-executive directors shall total no more than $895,698 per annum (inclusive of any superannuation contributions payable by the Company on behalf of non-executive directors), divided in such appropriate manner as determined by the directors’ For more information, see item 1 of the Explanatory Notes below.

‍

Agenda item 8– General amendments to the Bank’s Constitution The Board recommends the following special resolution:

‍

“That the Bank’s Constitution be amended by adding the underlined words and deleting the struck out words in the marked up copy of the Constitution tabled at the Annual General Meeting and signed by the Chair for Identification purposes.”

For more information, see item 2 of the Explanatory Notes below.

‍

Explanatory Notes

‍

Item 1. Non-Executive Directors’ Remuneration Cap

‍

The proposed increase of $23,972 lifts total Director Remuneration to $895,698 per annum. This pool of funds is for aggregate Non-Executive Directors’ remuneration and is not the amount paid to individual Directors. The sum represents an increase of 2.75%. Subject to member approval and determination by the Board it is intended for Non-Executive Directors to be paid $95,287 p.a. (base remuneration up from $92,737 or 2.75%), Committee Chairs to be paid $114,344 p.a. (a 20% percent loading on base remuneration and up from $111,284 or 2.75%) and the Board Chair to be paid $171,517 p.a (an 80% percent loading on base remuneration and up from $166,926 or 2.75%).

‍

Item 2. Constitutional Changes

‍

The resolution being proposed to Bank Australia members at the 2024 Annual General Meeting is a special resolution (i.e. a resolution which must be passed by 75% of members (or proxies) who are present at the meeting and eligible to vote) to amend Bank Australia’s Constitution.

The purpose of this change is to extend the existing demutualisation protection rules in the Constitution that cease to have effect after the end of the 2024 Annual General Meeting for a further three years to 2027.

The demutualisation protection rules protect shareholders’ rights and entitlements to the Bank’s reserves should the Bank demutualise and/or become the subject of a takeover.

Demutualisation means that the Bank would no longer be a customer-owned organisation whereby each shareholder owns one share that entitles them to one vote.

It is important to note that that no takeover bid has been received by the Bank and there are no plans to demutualise. A copy of the Constitution showing the proposed changes to it is available here.