Bank of Queensland : Publication of Suppl.Prospcts

SUPPLEMENT DATED 12 DECEMBER 2022

Bank of Queensland Limited (ABN 32 009 656 740)

(incorporated with limited liability in the Commonwealth of Australia)

AUD6,000,000,000 BOQ Covered Bond Programme

unconditionally and irrevocably guaranteed as to payments of interest and

principal by

Perpetual Corporate Trust Limited

(incorporated with limited liability in the Commonwealth of Australia

and having Australian Business Number 99 000 341 533)

as trustee of the BOQ Covered Bond Trust and Covered Bond Guarantor

This Supplement (the Supplement) to the Base Prospectus (the Base Prospectus) dated 20 April 2022 which comprises a base prospectus for the purposes of the UK Prospectus Regulation constitutes a supplement to the prospectus for the purposes of Article 23 of the UK Prospectus Regulation and is prepared in connection with the BOQ Covered Bond Programme (the Programme) established by the Bank of Queensland (the Issuer) and unconditionally and irrevocably guaranteed as to payments of interest and principal by Perpetual Corporate Trust Limited ABN 99 000 341 533 in its capacity as trustee of the BOQ Covered Bond Trust (the Trust and, in such capacity, the Covered Bond Guarantor).

Terms defined in the Base Prospectus have the same meaning when used in this Supplement. When used in this Supplement, UK Prospectus Regulation means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA).

This Supplement is supplemental to, and should be read in conjunction with, the Base Prospectus and any other supplements to the Base Prospectus issued by the Issuer. A copy of this Supplement and the information which is incorporated by reference in the Base Prospectus will be made available for inspection at the offices of the Issuer and at the offices of the Principal Paying Agent for so long as the Programme remains in existence. This Supplement and the information which is incorporated by reference in the Base Prospectus will be published on the website of the Regulatory News Service operated by the London Stock Exchange at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.htmland is available, without charge, on the internet site www.boq.com.au. Other than in relation to the documents which are deemed to be incorporated by reference in the Base Prospectus by virtue of this Supplement, the information on the websites to which this Supplement refers does not form part of this Supplement and has not been scrutinised or approved by the FCA.

The Issuer accepts responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuer the information contained in this Supplement is in accordance with the facts and this Supplement makes no omission likely to affect the import of such information.

The purpose of this Supplement is to: (i) incorporate by reference the Issuer's annual financial statements as at and for the 12 month period ended 31 August 2022; (ii) confirm that since 31 August 2022, being the end

date for the financial period for which audited annual consolidated and non-consolidated financial statements of the Issuer have been published, there has been no significant change in the financial performance or financial position of the BOQ Group and no material adverse change in the prospects of the Issuer; (iii) provide an update of the announced board changes for the Issuer being that on 28 November 2022, George Frazis left his role as Chief Executive Officer (CEO) and Managing Director of the Issuer and Patrick Allaway was appointed as Executive Chairman during the interim period while the Issuer conducts a search for a new CEO and Managing Director; and (iv) confirm that as at the date of this Supplement there are no existing or potential conflicts of interests between any duties owed to the Issuer by its Directors and the private interests or external duties of those Directors.

To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Base Prospectus by this Supplement and (b) any other statement in or incorporated by reference in the Base Prospectus, the statements in (a) above will prevail.

Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or material inaccuracy relating to information included in the Base Prospectus since the publication of the Base Prospectus.

Updates to the Prospectus

Additional Financial Information

Bank of Queensland Annual Report 2022

On 12 October 2022, the Issuer published its Annual Report (the 2022 Annual Report) which includes the Issuer's audited annual consolidated and non-consolidated financial statements (including the directors' report, auditor's report thereon and notes thereto) in respect of the year ended 31 August 2022 (as set out from page 11 to page 70 and from page 101 to page 188 of the 2022 Annual Report). By virtue of this Supplement, those audited annual consolidated and non-consolidated financial statements (including the directors' report, auditor's report thereon and notes thereto) as set out on the pages specified above shall be deemed to be incorporated in, and form part of, the Base Prospectus. A copy of the 2022 Annual Report has been filed with the FCA and is available for viewing at https://www.boq.com.au/content/dam/boq/files/shareholder-centre/financial-results/2022/annual-report-2022.pdf.

If any information set out on the pages of the 2022 Annual Report specified above itself incorporates any information or other documents therein, either expressly or implicitly, such information or other documents will not form part of the Base Prospectus, except where such information or other documents are specifically incorporated by reference in, or attached to, the Base Prospectus by virtue of this Supplement. The non- incorporated parts of the 2022 Annual Report do not form part of the Base Prospectus and is given for information only. The non-incorporated parts of the 2022 Annual Report are either not relevant or are covered elsewhere in the Base Prospectus to which this Supplement relates.

Significant or Material Change

There has been no significant change in the financial performance or financial position of the BOQ Group since 31 August 2022 and no material adverse change in the prospects of the Issuer since 31 August 2022.

Board Changes

On 28 November 2022, George Frazis has left his role as CEO and Managing Director of the Issuer. Accordingly, the biography of George Frazis as set out on page 197 of the Base Prospectus is deemed to be deleted in its entirety.

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Effective as of 28 November 2022, Patrick Allaway was appointed as Executive Chairman of the Issuer during the interim period while the Issuer conducts a search for a new CEO and Managing Director. Accordingly:

• the title of Patrick Allaway as set out on pages 196 to 197 of the Base Prospectus in the section entitled
  "Bank of Queensland Limited - Directors" is amended to "Executive Chairman "; and
• the following sentence is added after the table of Director biographies on page 199 of the Base Prospectus in the section entitled "Bank of Queensland Limited - Directors":
  "On 28 November 2022, George Frazis left his role as Chief Executive Officer (CEO) and Managing Director of the Issuer and the Issuer is currently conducting a search for a new CEO and Managing Director.".

As at the date of this Supplement there are no existing or potential conflicts of interests between any duties owed to the Issuer by its Directors and the private interests or external duties of those Directors.

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