CW30 Boq Ltd.27

TIDMCW30

RNS Number : 4773E

Bank of Queensland Limited

30 June 2023

SUPPLEMENT DATED 29 JUNE 2023

Bank of Queensland Limited (ABN 32 009 656 740)

(incorporated with limited liability in the Commonwealth of Australia)

U.S.$4,000,000,000 Euro Medium Term Note Programme

This Supplement (the Supplement) to the Information Memorandum (the Information Memorandum) dated 24 April 2023 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 Euro Medium Term Note Programme (the Programme) established by the Bank of Queensland (the Issuer). Terms defined in the Information Memorandum 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 Information Memorandum and any other supplements to the Information Memorandum issued by the Issuer. A copy of this Supplement and the information which is incorporated by reference in the Information Memorandum 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 Information Memorandum 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.html and 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 Information Memorandum 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 provide an update on the Issuer's ongoing engagement with the Australian Prudential Regulation Authority (APRA) and the Australian Transaction Reports and Analysis Centre (AUSTRAC) whereby: (i) the Issuer has entered into a voluntary enforceable undertaking with APRA to remediate identified weaknesses in the Issuer's risk management practices and procedures; (ii) the Issuer has entered into a voluntary enforceable undertaking with AUSTRAC to refine the Issuer's anti-money laundering and counter-terrorism financing program; and (iii) APRA has determined to apply a capital adjustment to the Issuer's minimum capital requirements.

To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Information Memorandum by this Supplement and (b) any other statement in or incorporated by reference in the Information Memorandum, 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 Information Memorandum since the publication of the Information Memorandum.

Updates to the Information Memorandum

The following paragraph is added as a new sub-paragraph to the section entitled "Bank of Queensland Limited - Other Developments" on page 94:

"On 31 May 2023, the Bank announced that following further engagement with APRA and AUSTRAC, it has entered into a voluntary enforceable undertaking with APRA addressing remediation of weaknesses in the Bank's risk management practices, controls, systems, governance and risk culture (APRA EU) and it has also entered into a voluntary enforceable undertaking with AUSTRAC addressing remediation of issues in respect of the Bank's anti-money laundering and counter-terrorism financing program (AUSTRAC EU). As part of the APRA EU, APRA has also determined to apply a capital adjustment to the Bank's minimum capital requirements, adding A$50 million to the Bank's operational risk capital requirement."

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END

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June 30, 2023 02:00 ET (06:00 GMT)

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