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AUSTRALIA'S NEWEST PAYMENTS PROCESSING BUSINESS GATHERS MOMENTUM

"DEFINITIVE SHAREHOLDERS AGREEMENT COMPLETED " MASTERCARD ASIA/PACIFIC (AUSTRALIA) PTY LTD TAKES 20% STAKE IN JOINT VENTURE " KEY TECHNOLOGY DETERMINED " OPERATIONS TO BE BASED AT NORTH SYDNEY " ORGANISATIONAL FRAMEWORK ESTABLISHED AND STAFFING APPOINTMENTS UNDERWAY

Sydney 31 May 2006....Bendigo Bank Limited, Customers Limited and MasterCard Asia/Pacific (Australia) Pty Ltd announced today the completion of a shareholders agreement to establish Australia's newest payments processing business "Strategic Payments Services Pty Limited (SPS)". The Joint Venture partners also announced that Bendigo and Customers will each hold a 40% equity stake in the venture and MasterCard will hold a 20% stake.

The Joint Venture also confirmed that the SPS's key technology framework had been determined and would be based on Stratus Technologies Ltd fault tolerant server architecture and Postilion EFT software from the S1 Corporation. Operations of SPS will be co-located within the same building as the MasterCard office in North Sydney, NSW. Plans are well advanced regarding the recruitment of a Chief Executive and key technical and support staff. The Joint Venture partners will also provide seconded resources.

Chairman of Strategic Payments Services Mr. Greg Gillett said today, "We are delighted to have completed this major milestone and in particular Bendigo and Customers welcome MasterCard as an equity stakeholder. We believe its ownership stake will significantly enhance the SPS offering and provide additional strategic capability and resources to the business, particularly in its formative stages.

"This milestone also enables us to accelerate our activities and focus on building the business to process payment transactions and drive ATM and EFT terminals. In this regard our objective is to commence processing later this year. This project will continue well into next year. However, we are very pleased with the progress we have achieved to date.

"We are confident that when fully operational SPS will offer a cost-effective alternative in the market for EFT processing services. The experience that MasterCard brings, combined with the volumes already committed to us by Customers and Bendigo Bank, will be significant. These ingredients are invaluable to the new business and essential if we are to make an impact in the market - which is clearly our intention."

Shuan Ghaidan, Head of Product Sales & Delivery, Asia/Pacific, MasterCard International, said, "MasterCard is pleased to participate in the SPS joint venture and in so doing, we will be leveraging our vast experience in payments processing to customise solutions for competitive advantage."