asx release

8 April 2021

TRANSURBAN QUEENSLAND EURO MEDIUM TERM NOTE PROGRAMME UPDATE

Transurban announces that Transurban Queensland, in which Transurban has a 62.5% ownership interest, has updated its Euro Medium Term Note Programme today by lodging the following Offering Circular with the Singapore Exchange.

Investor enquiries

Media enquiries

Tess Palmer

Sarah Chapman

Head of Investor Relations

Manager, Media, Government and Industry

+61 458 231 983

+61 400 841 898

This announcement is authorised by Transurban CEO, Scott Charlton

Classification

Transurban Group

Transurban International Limited

ABN 90 121 746 825

Transurban Holdings Limited

ABN 86 098 143 429

Level 31

Transurban Holding Trust

Tower Five, Collins Square

ABN 30 169 362 255

727 Collins Street

ARSN 098 807 419

Docklands

Victoria 3008 Australia

corporate@transurban.com

Telephone +613 8656 8900

www.transurban.com

Facsimile +613 8656 8585

IMPORTANT NOTICE

NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR TO ANY PERSON OR ADDRESS IN THE U.S.

IMPORTANT: You must read the following before continuing. The following applies to the offering circular following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the offering circular. In accessing the offering circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access.

NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (REGULATION S)), EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.

THE FOLLOWING OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER, AND IN PARTICULAR, MAY NOT BE FORWARDED TO ANY U.S. PERSON OR TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS.

Confirmation of your Representation:In order to be eligible to view this offering circular or make an investment decision with respect to the securities, investors must not be a U.S. person (within the meaning of Regulation S). This offering circular is being sent at your request and by accepting the e-mail and accessing this offering circular, you shall be deemed to have represented to us that you are not a U.S. person, the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the U.S. and that you consent to delivery of such offering circular by electronic transmission.

You are reminded that this offering circular has been delivered to you on the basis that you are a person into whose possession this offering circular may be lawfully delivered in accordance with the laws of jurisdiction in which you are located and you may not, nor are you authorised to, deliver this offering circular to any other person.

The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the underwriters or any affiliate of the underwriters is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the underwriters or such affiliate on behalf of Transurban Queensland Finance Pty Limited (ACN 169 093 850) (the Issuer) and Transurban Queensland Holdings 1 Pty Limited (ACN 169 090 804), Transurban Queensland Holdings 2 Pty Limited (ACN 169 090 788), Transurban Queensland Invest Pty Limited (ACN 169 090 733) (in its own capacity and in its capacity as trustee of the Transurban Queensland Invest Trust (ABN 25 633 812 177)), QM Assets Pty Limited (ACN 165 578 727) and Queensland Motorways Holding Pty Limited (ACN 150 265 197) (each a Guarantorand, together, the Guarantors) in such jurisdiction.

This offering circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Issuer, the Guarantors or J.P. Morgan Securities plc or any person who controls either of them or any director, officer, employee or agent of either of them or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the offering circular distributed to you in electronic format and the hard copy version available to you on request from the Issuer or J.P. Morgan Securities plc.

Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

OFFERING CIRCULAR

TRANSURBAN QUEENSLAND FINANCE PTY LIMITED

(ACN 169 093 850)

(incorporated with limited liability in Australia)

U.S.$2,000,000,000

Secured Euro Medium Term Note Programme unconditionally and irrevocably guaranteed by

TRANSURBAN QUEENSLAND HOLDINGS 1 PTY LIMITED (ACN 169 090 804) TRANSURBAN QUEENSLAND HOLDINGS 2 PTY LIMITED (ACN 169 090 788)

TRANSURBAN QUEENSLAND INVEST PTY LIMITED (ACN 169 090 733)

(IN ITS OWN CAPACITY AND IN ITS CAPACITY AS TRUSTEE OF THE TRANSURBAN QUEENSLAND INVEST TRUST (ABN 25 633 812 177))

QM ASSETS PTY LIMITED (ACN 165 578 727)

and

QUEENSLAND MOTORWAYS HOLDING PTY LIMITED (ACN 150 265 197)

(each incorporated with limited liability in Australia)

Under this U.S.$2,000,000,000 Secured Euro Medium Term Note Programme (the Programme), Transurban Queensland Finance Pty Limited (ACN 169 093 850) (the Issuer) may from time to time issue notes (the Notes) in bearer or registered form (respectively, Bearer Notesand Registered Notes) denominated in any currency agreed between the Issuer and the relevant Dealer (as defined below) and will be constituted by an amended and restated trust deed dated 8 April 2021 between the Issuer, Transurban Queensland Holdings 1 Pty Limited (ACN 169 090 804), Transurban Queensland Holdings 2 Pty Limited (ACN 169 090 788), Transurban Queensland Invest Pty Limited (ACN 169 090 733) (in its own capacity and in its capacity as trustee of the Transurban Queensland Invest Trust (ABN 25 633 812 177)), QM Assets Pty Limited (ACN 165 578 727) and Queensland Motorways Holding Pty Limited (ACN 150 265 197) (each a Guarantorand, together, the Guarantors) and The Bank of New York Mellon, London Branch (the Trustee) (the Trust Deed).

The payments of all amounts due in respect of the Notes will be unconditionally and irrevocably guaranteed by the Guarantors.

The obligations of the Issuer and the Guarantors in respect of the Notes are secured by certain security interests granted by the Issuer and certain related entities and guaranteed by certain related entities which have also granted security interests to secure their guarantees (the Securities). The Securities are held by National Australia Bank Limited (ABN 12 004 044 937) (the Security Trustee) the trustee of the security trust (Security Trust) established by a security trust deed originally dated 30 June 2014 (as amended on 17 November 2014, 31 August 2015 and 14 December 2016, and as further amended from time to time, the Security Trust Deed). The holders of the Notes will be Beneficiaries (as defined in the Security Trust Deed) under the Security Trust, ranking equally with the other Beneficiaries in accordance with the Security Trust Deed, including the financiers under the Issuer's bank debt facilities, holders of the Issuer's Australian medium term notes and holders of the Issuer's US private placement notes. The Beneficiaries rank for payment out of the assets the subject of the Securities ahead of unsecured creditors, except creditors mandatorily preferred by law. For a discussion of these arrangements see "Description of the Security Arrangements".

The maximum aggregate nominal amount of all Notes from time to time outstanding under the Programme will not exceed U.S.$2,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement described herein), subject to increase as described herein.

The Notes may be issued on a continuing basis to one or more of the Dealers appointed under the Programme from time to time by the Issuer (each a Dealerand together the Dealers), which appointment may be for a specific issue or on an ongoing basis. References in this Offering Circular to the "relevant Dealer" shall, in the case of an issue of Notes being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Notes.

An investment in Notes issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors".

Application has been made to the Singapore Exchange Securities Trading Limited (the SGX-ST) for permission to deal in and for the quotation of any Notes that may be issued pursuant to the Programme and which are agreed at or prior to the time of issue thereof to be so listed on the SGX-ST. Such permission will be granted when such Notes have been admitted to the Official List of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained herein. There is no assurance that the application to the SGX-ST for the listing of the Notes will be approved. Any admission of any Notes to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Issuer, the Guarantors, their respective subsidiaries or associated companies, the Programme or the Notes.

Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and any other terms and conditions not contained herein which are applicable to each Tranche (as defined under "Terms and Conditions of the Notes") of Notes will be set out in a final terms document (the Final Terms) which, with respect to Notes to be listed on the SGX-ST, will be delivered to the SGX-ST before the listing of Notes of such Tranche.

The Programme provides that Notes may be listed or admitted to trading, as the case may be, on such other or further stock exchanges or markets as may be agreed between the Issuer and the relevant Dealer. The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. The relevant Final Terms in respect of any Series (as defined under "Terms and Conditions of the Notes") will specify whether or not such Notes will be listed and, if so, on which exchange(s) the Notes are to be listed. The Issuer may agree with any Dealer and the Trustee that Notes may be issued in a form not contemplated by the Terms and Conditions of the Notes herein, in which event a supplemental Offering Circular or other document, if necessary, will be made available which will describe the effect of the agreement reached in relation to such Notes.

Notes to be issued under the Programme are expected to be rated "BBB" by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. (Standard & Poor's). A credit rating is not a recommendation to buy, sell or hold the Notes and may be subject to revision, suspension or withdrawal at any time by the assigning rating agency.

This Offering Circular is an advertisement and not a prospectus for the purposes of Regulation (EU) 2017/1129 (the Prospectus Regulation).

Arranger

J.P. MORGAN

The date of this Offering Circular is 8 April 2021.

MiFID II product governance / Professional investors and ECPs only target market - The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor) should take into consideration the target market assessment; however, a distributor subject to Directive 2014/65/EU (as amended, MiFID II) is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels. A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the MiFID Product Governance Rules), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers (in each case, in such capacity) nor any of their respective affiliates (who may be acting in such a capacity) will be a manufacturer for the purpose of the MiFID Product Governance Rules.

UK MiFIR product governance / Professional investors and ECPs only target market - The Final Terms in respect of any Notes may include a legend entitled "UK MiFIR Product Governance" which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor) should take into consideration the target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels. A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers (in each case, in such capacity) nor any of their respective affiliates (who may be acting in such a capacity) will be a manufacturer for the purpose of the UK MiFIR Product Governance Rules.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - If the Final Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to EEA Retail Investors", the Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of MiFID II;

  1. a customer within the meaning of Directive (EU) 2016/97 (the IDD), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014 (the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - If the Final Terms in respect of any Notes includes a legend entitled "Prohibition of Sales to UK Retail Investors", the Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (UK) (the FSMA) and any rules or regulations made under the FSMA to implement IDD, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of

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Disclaimer

Transurban Group Ltd. published this content on 09 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 09 April 2021 08:35:09 UTC.