SUPPLEMENT DATED 14 MAY 2024

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 Soft Bullet Covered Bond Trust and Covered Bond

Guarantor

This Supplement (the Supplement) to the Base Prospectus (the Base Prospectus) dated 24 April 2024 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 Soft Bullet 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 into the Base Prospectus specified pages of the Investor Report (as defined below); and (ii) update the date references of the Bond Trust Deed and the Principal Agency Agreement as set out in the Conditions of the Covered Bonds.

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

Investor Report

On 9 May 2024, the Issuer issued a new Investor Report (the Investor Report) with updated cover pool information. Accordingly, the cover pool information set out on pages 2 to 5 (inclusive) of the Investor Report shall be deemed to be incorporated in, and form part of, the Base Prospectus. A copy of the Investor Report

has been filed with the FCA and is available for viewing at https://www.boq.com.au/content/dam/boq/files/shareholder-centre/debt-investor-information/BOQ%20Soft%20Bullet%20Covered%20Bond%20-%20Investor%20Report_100324.pdf.

If any information in the Investor 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. Any non-incorporated parts of documents referred to herein do not form part of the Base Prospectus and are given for information only. The non-incorporated parts of the documents referred to herein are either not relevant or are covered elsewhere in the Base Prospectus to which this Supplement relates.

Date References of the Bond Trust Deed and the Principal Agency Agreement

The reference to the date of the Bond Trust Deed in Paragraph 1 of the Conditions of the Covered Bonds as set out on page 125 of the Base Prospectus is deemed to be deleted and replaced with "29 April 2024".

The reference to the date of the Principal Agency Agreement in paragraph 3 of the Conditions of the Covered Bonds as set out on pages 125 to 126 of the Base Prospectus is deemed to be deleted and replaced with "29 April 2024".

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Bank of Queensland Limited published this content on 16 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 May 2024 08:23:07 UTC.