Special General Meeting 2025

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The Member Information Booklet provided to you contains additional important information about, and the reasons for, the Merger, including practical effect of the Merger. Members should read this booklet carefully before making a decision about how to vote on the Merger Resolution.

The booklet contains information which is legally required to be provided to our members under the Transfer Act.

A copy of the Member Information Booklet is available below, in branches or a physical copy can be sent on request.

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Special General Meeting attendance

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To RSVP your attendance please call 132 888 or register now.

If you cannot join us at this time in person or virtually, the results of the meeting will be recorded and posted below.

This event will be wheelchair accessible and AUSLAN interpreted. Please contact us if you have other access requirements so that we can ensure your participation in our event.

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Ask a question

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Members are encouraged to raise questions prior to the Special General Meeting via email to SGM@bankaust.com.au or write to the Company Secretary at Locked Bag 2035, Collingwood, Victoria, 3066.

Members will also be able to ask questions in person or virtually during the meeting.

A telephone facility will also be available for members (or their proxy, attorney or corporate representative) who are online but prefer to ask questions verbally. To ask questions during the meeting using the teleconference facility, you can phone 1800 497 144 (within Australia), or +61 29189 1125 (outside Australia) and use your unique personal identification number (PIN). Your unique PIN is required for verification purposes, and may be obtained by contacting MUFG Corporate Markets on 1800 990 363, or +61 1800 990 363 (outside Australia) by 5.00pm on the day of the SGM.

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Agenda - Special General Meeting

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1. Opening and apologies - Chair
2. Presentation - Chair
3. Presentation - Managing Director
4. To consider and, if thought fit, approve the following special resolution for members to formally accept and agree to the proposed merger between Bank Australia Limited (Bank Australia) and Qudos Mutual Limited (Qudos Bank):

“That the members of Bank Australia Limited approve to receive the total transfer of the business of Qudos Mutual Limited to Bank Australia Limited, to take effect on 1 July 2025 or on such other date as the Australian Prudential Regulation Authority (APRA) determines.”

Note that the Merger Resolution is a special resolution and therefore to be approved 75% of votes cast by members or by proxies on their behalf must be in favour of the resolution to be carried. Further explanation in relation to the Merger Resolution is set out in the explanatory notes.

5. To declare the result of the special resolution.

The Board Chair intends to vote all undirected proxies in favour of the Merger.

  6. Close of official Special General Meeting proceedings.

Explanatory Statement

Members are referred to the Explanatory Statement accompanying and forming part of this Notice.

By Order of the Board

Claire Varro

Company Secretary

Date: 21 March 2025

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The Directors have proposed that Bank Australia receive the total transfer of the business of Qudos Bank under the Transfer Act. This means that if the merger proceeds:

• All of the assets and liabilities of Qudos Bank will become the assets and liabilities of Bank Australia (including all deposits and loans held by Qudos Bank)

• The duties, obligations, rights and privileges that currently apply to Qudos Bank will transfer to Bank Australia;

• Bank Australia members will remain as members of the merged bank and will therefore not need to be issued any new shares; and

• Qudos Bank members will cease to be Qudos Bank members and will automatically become members of Bank Australia and will be issued a new share.

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If the Merger is approved by the members of both Qudos Bank and Bank Australia, and by APRA, it is proposed that the Merger will take effect on 1 July 2025 or on such other date as may be specified by APRA.

This recommendation means that we will continue to build on the strong foundations of our history with a likeminded member owned bank. Qudos Bank is a merger partner with whom we share common values, origins, culture and unwavering commitment to member owned banking. The merged bank will retain what is important to you, with greater potential to invest in technology, products and services to improve benefits provided to members into the future.

Importantly:

1. The proposed merger is a proactive strategic choice by the Board to ensure the history and service ethos of Bank Australia can be maintained and enhanced well into the future. It is about building a better, stronger and more resilient bank that can deliver greater member benefit and impact at increased scale, while remaining 100% customer owned.
2. The merged bank will benefit customers with more support, and greater ability to invest in enhanced products, services and technology. You can expect access to better digital technology, and even better customer service through more branches and a combined contact centre. Customers will be better off from day 1 with reduced fees across our product range.
3. The merged bank will continue to focus on creating positive impact for people and the planet, and Bank Australia’s existing public commitments will be maintained. By merging with Qudos Bank we’ll be able to invest in creating more positive impact for the long-term on behalf our customers, their communities and the planet.