BOQ.0001.0013.0684

Unregulated Guarantee and Indemnity General Conditions

October 2016 BOQ.0001.0013.0685

Bank of Queensland Limited ABN 32 009 656 740

Unregulated Guarantee and Indemnity General Conditions

About this guarantee and indemnity This guarantee and indemnity is made up of two documents: the Schedule and these General Conditions. They should be read together. You should also carefully read any securities.

The meaning of words printed like this and some other key words are explained in these General Conditions.

If you are an individual, the relevant provisions of the Code of Banking Practice will apply to your guarantee and indemnity. BOQ.0001.0013.0686

CONTENTS

HOW TO INTERPRET THIS GUARANTEE AND INDEMNITY 1

1 Meaning of words 1

2 Interpretation 2

NATURE OF THIS GUARANTEE AND INDEMNITY 3

3 What you undertake in this guarantee and indemnity 3

4 Guarantee 3

5 Indemnity 4

6 Debtor information 4

7 What you acknowledge and declare 5

8 Representations and warranties 5

ADDITIONAL AMOUNTS YOU MUST PAY 6

9 Enforcement expenses 6

10 GST 6

11 Interest 6

GENERAL 6

12 You may end this guarantee and indemnity 6

13 Your rights are suspended 7

14 Dealing with rights under this guarantee and indemnity 7

15 Disclosure of information 7

16 Consents 8

17 Exclusion of time periods 8

18 Manager 8

19 Currency conversions 8

20 Setting off money 8

21 When must you pay? 8

22 What happens to money we receive? 8

23 Multiple accounts 9

24 Our certificates 9

25 Prompt performance 9

26 How we may exercise our rights 9

27 Administrative matters 9 BOQ.0001.0013.0687

28 Changes 10

29 If any part of this guarantee and indemnity is enforceable 10

30 Inconsistent law - your obligations and our rights are unaffected 10

31 Reinstatement of rights 11

32 Power of attorney 11

33 Partnership 12

34 Trustee provisions 12

35 Notices and other communication 13

36 Governing law and serving documents 13

37 Counterparts 14

38 Deed 14 BOQ.0001.0013.0688

How to interpret this guarantee and (ii) we must pay an amount because of any obligation to do so in indemnity connection with the debtor or you; or

(iii) you acknowledge in writing to 1 Meaning of words be a guaranteed agreement for the purpose of this guarantee attorney means each attorney appointed by and indemnity; and you under clause 32. (d) all guaranteed agreements if there are more than one and each one or more of controller has the meaning given to it in the them. Corporations Act.

guarantee and indemnity means these General costs includes charges and expenses. It also Conditions and the Schedule setting out the includes costs, charges and expenses in particulars of your guarantee and indemnity. connection with advisers (in the case of legal advisers, on a full indemnity basis or solicitor , or when and own client basis, whichever is higher). including such as for example introducing an example does not limit the meaning of the words to which the example debtor means the person or persons named in relates to that example or examples of a the Schedule as debtor. If there are more than similar kind. one, debtor means each of them separately and every two or more of them jointly. Debtor insolvency occurs when a person: includes their successors and assigns and persons who become debtors in respect of (a) is (or state that they are) an insolvent future guaranteed agreements. under administration or insolvent (each as defined in the Corporations Act); for example see including. (b) has a controller appointed, is in General Conditions means these general liquidation, in provisional liquidation, conditions that form part of this guarantee and under administration or wound up or has indemnity. had a receiver appointed to any part of their property; GST has the same meaning as in the A New Tax System (Goods and Services Tax) Act (c) is subject to any arrangement, 1999 (Cth). assignment, moratorium or composition, or protected from creditors under any statute, or dissolved (in each case other guaranteed agreement means: than to carry out a reconstruction or amalgamation while solvent on terms (a) each agreement set out in the Schedule; approved by us);

(b) if you are an individual, each other (d) is no longer in control of their affairs; agreement, including a future agreement which all of you acknowledge in writing (e) has an application or order made (and to be a guaranteed agreement for the in the case of an application, it is not purpose of this guarantee and indemnity; stayed, withdrawn or dismissed within 30 days), resolution passed, proposal (c) if you are not an individual, all put forward, or any other action taken, agreements (including a future in each case in connection with them, agreement) under which for any reason which is preparatory to or could result in or circumstance: any of the things referred to above;

(i) we lend any money or provide (f) is taken (under section 459F of the financial accommodation to the Corporations Act) to have failed to debtor, or the debtor currently comply with a statutory demand; owes, or may at some future time owe us money; (g) is the subject of an event described in section 459C(2)(b) or section 585 of

1 BOQ.0001.0013.0689

the Corporations Act (or they make a such as see including. statement from which we reasonably deduce they are so subject); taxes means taxes, levies, imposts, charges and duties (including stamp and transaction (h) is otherwise unable to pay their debts duties) imposed by any authority together when they fall due; or with any related interest, penalties, fines and expenses in connection with them, except if (i) has something substantially similar imposed on our overall net income. to any of the things referred to above happen to them under the law of any we, us and our means Bank of Queensland jurisdiction. Limited ABN 32 009 656 740 and its successors and assigns. is the amount (if any) set out maximum amount you and your means the person or persons in the Schedule. named in the Schedule as guarantor. If there are more than one, you means each of you payable, in relation to an amount, means an separately and every two or more of you amount which is currently payable or will or jointly. You includes your successors and may be payable in the future. assigns. person includes an individual, a firm, a body corporate, an unincorporated association and an authority. 2 Interpretation

PPSA means the Personal Property Securities The following rules apply to the interpretation Act 2009 (Cth). of this guarantee and indemnity: receiver includes receiver or receiver and Reference to: manager and has the meaning given to it in the Corporations Act. (a) a person includes the person’s successors and assigns; related entity has the meaning given to it in the Corporations Act. (b) a thing includes all or part of that thing; Schedule means the schedule that forms part (c) a document includes that document as of this guarantee and indemnity. changed or replaced from time to time; security means each security interest stipulated in the Schedule under “Security” and (d) a statute includes a statute as amended, repealed or replaced from time to time; any substituted or additional security interest given in connection with this guarantee and (e) individuals corporations and the indemnity. includes other way around; security interest means: (f) a gender includes all other genders; (a) any security for the payment of money (g) currency is to Australian dollars; or performance of obligations including a mortgage, charge, lien, pledge, trust or (h) the guarantee and indemnity is a power or title retention arrangement or reference to this guarantee and guarantee; indemnity (as varied from time to time) between you and us; (b) a “security interest” as defined in the PPSA; or (i) clauses are references to clauses in this guarantee and indemnity; (c) any document to grant or create anything referred to in either paragraphs (j) the singular includes the plural and the (a) or (b) of this definition and any other other way around; thing which gives a creditor priority to any other creditor with respect to any (k) the Corporations Act is a reference to asset or an interest in any asset, the Corporations Act 2001 (Cth); and

2 BOQ.0001.0013.0690

(l) the Code of Banking Practice is a Nature of this guarantee reference to the 2013 version of The Australian Bankers’ Association Code and indemnity of Banking Practice including any amendments from time to time which have been published by the Australian 3 What you undertake in this Bankers’ Association and formally adopted by us. guarantee and indemnity

Headings for clauses are included for guidance 3.1 This guarantee and indemnity is entered into in consideration of us providing or continuing to only and must not be used for interpretation. provide financial accommodation to the debtor or not immediately enforcing rights against the A day ends at midnight for all purposes under debtor at your request. this guarantee and indemnity. 3.2 By signing this guarantee and indemnity, you The use of the word “may” about any right could become liable to pay us: or power we have under this guarantee and (a) under the guarantee in clause 4; indemnity indicates that the right or power may be exercised or not exercised, at our (b) under the indemnity in clause 5; discretion. (c) enforcement expenses under clause 9; Words or phrases which are derived from and words or phrases which are defined have a similar meaning to the defined term. (d) interest under clause 11.

If you agree not to do something, you will also However, the maximum amount we can not attempt to or permit or cause the thing to require you to pay us is set out in the be done. Schedule.

If two or more people are the guarantor the This guarantee and indemnity may extend fact that one person is released from their to another future agreement for credit in the promises does not mean that any of the others circumstances described in the definition of are also released. guaranteed agreement in clause 1.

It is the parties’ intention that, in the interpretation of this guarantee and indemnity: 4 Guarantee (a) if possible, words which have an ordinary meaning are given that 4.1 You guarantee that the debtor will pay us meaning; all amounts payable under a guaranteed agreement when they are due. Your guarantee continues until all these amounts have been (b) this guarantee and indemnity is to be paid in full or you end this guarantee and interpreted broadly; indemnity under clause 12. Your liability under your guarantee is limited to the maximum (c) if a general term is used it must be given amount. Except to the extent you have a right a broad meaning; and conferred by the Code of Banking Practice, or as otherwise set out in this guarantee and (d) general terms must not be limited indemnity, you cannot withdraw from, end or because of any legal rules of limit this guarantee and indemnity. interpretation. 4.2 The reference to all amounts payable under Unless defined in this guarantee and a guaranteed agreement in clause 4.1 means amounts payable at any time, for any reason indemnity, a term or expression which is used and whether or not contemplated by you, us or in this guarantee and indemnity and which is the debtor at the time you give this guarantee defined in the PPSA has the meaning given to and indemnity. This includes: that term or expression in, or in the context of, the PPSA. (a) amounts that are now payable, amounts that are owing but not currently payable

3 BOQ.0001.0013.0691

and amounts that are contingently owing under a guaranteed agreement up to the or remain unpaid by the debtor to us; maximum amount. We need not ask the debtor first to pay us. (b) amounts we have advanced or paid on the debtor’s behalf or at the express or implied request of the debtor; 5 Indemnity

(c) amounts we are liable to pay by reason 5.1 You indemnify us against, and you must of any act or omission on the debtor’s therefore pay us for, loss, including reasonable part; and consequential or economic loss, we suffer if:

a is (d) interest. (a) guaranteed agreement unenforceable, for example, because of the debtor’s death, insolvency or 4.3 Clause 4.2 applies: incapacity or because of any other act or omission by, or circumstance affecting, (a) irrespective of the capacity in which the debtor; the debtor or we became entitled to, or liable for, the amount concerned; (b) an obligation you would otherwise have under clause 4 is unenforceable; (b) regardless of whether the debtor or we are liable as principal debtor, as surety or otherwise; (c) we are obliged, or we agree to pay an amount to a trustee in bankruptcy or liquidator (or a bankrupt person or (c) whether the debtor is liable alone, or insolvent corporation) in connection with together with another person; a payment by you or the debtor (for example, we may have to, or may agree (d) even if the debtor owes an amount or to, pay interest on the amount); obligation to us because it was assigned to us, whether or not: (d) you are in breach of your obligations under this guarantee and indemnity; or (i) the assignment was before, at the same time as, or after this (e) any person exercises or does not guarantee and indemnity was exercise rights under this guarantee and executed; indemnity.

(ii) the debtor consented to or was Your liability under this indemnity is limited to aware of the assignment; or the maximum amount. (iii) the assigned obligation was secured; 5.2 The indemnity in clause 5.1 is a continuing obligation, separate and independent from (e) even if this guarantee and indemnity your other obligations under this guarantee was assigned to us, whether or not: and indemnity. It continues after those other obligations end unless you end this guaran- tee and indemnity under clause 12. It is (i) the debtor or you consented to or not necessary for us to incur expense or was aware of the assignment; or make payment before enforcing this right of indemnity. (ii) any of the amount payable was previously unsecured; or 6 Debtor information (f) if you are a trustee, whether or not you have a right of indemnity from the trust If you are an individual, before (and if you fund. request, at any time after) you enter into this guarantee and indemnity we will provide you 4.4 If you are an individual, you may have rights with copies of all financial documents about under the Code of Banking Practice to end, the debtor, the transaction(s) or facility(s) and withdraw from, or limit this guarantee and credit contracts related to this guarantee and indemnity. Ask your legal adviser about this. indemnity to the extent, and within the time periods, required by the Code of Banking 4.5 If we ask, you must pay us any amount which Practice. the debtor does not pay us when it is due

4 BOQ.0001.0013.0692

(g) you have not taken and will not take any 7 What you acknowledge and security interest from the debtor declare in connection with this guarantee and indemnity; 7.1 You acknowledge that, subject to being provided with any information and documents (h) there are no reasonable grounds for you pursuant to clause 6, you are responsible for to suspect that you are in insolvency; making yourself aware of the financial position of the debtor and any other person who (i) there is no pending or threatened legal guarantees the debtor’s obligations under a proceeding affecting you or any of your guaranteed agreement. assets before a court, authority, commission or arbitrator except those in 7.2 You declare that you do not enter into this which a decision against you (either guarantee and indemnity as a trustee, unless alone or together with other decisions) you have told us in writing. If you do enter into would be insignificant; this guarantee and indemnity as a trustee, clause 34 applies. (j) you have disclosed in writing to us all facts relating to you, this guarantee and indemnity and all things in connection 8 Representations and with them which are material to the warranties assessment of the nature and amount of risk undertaken by us in entering into any transaction relating to this guarantee 8.1 You represent and warrant (except in relation to and indemnity and doing anything in matters disclosed to us and accepted by us in connection with this guarantee and writing) that: indemnity; (a) neither you nor, if you are a corporation, (k) all information supplied to us in any director or other person breaches connection with this any law or any obligation to another guarantee and indemnity is true and correct and not person by signing this guarantee and false or misleading in any way; indemnity; since the date any information was given (b) (if you are a corporation) you have been (l) to us relating to this incorporated in accordance with the guarantee and there has been no laws of the place of your incorporation indemnity change in which may and that you validly exist under those your financial circumstances have a material adverse effect on your laws; ability to meet your obligations under this guarantee and indemnity; and (c) you have the power to carry on your business and you are not in breach of any law or obligation; (m) except as expressly stated in this guarantee and indemnity or any guaranteed agreement, you have not (d) you have in full force and effect the entered into this guarantee and power and authorisations necessary indemnity on the basis of any for you to enter into this guarantee representations or warranties made by , to comply with your and indemnity us or any person on our behalf. obligations and exercise your rights under it, and allow this guarantee and indemnity to be enforced; 8.2 You must tell us whenever anything happens which would mean you could not truthfully repeat all the representations and warranties (e) your obligations under this guarantee in clause 8.1 (unless we consent to that thing and indemnity are valid and binding and are enforceable against you in happening). accordance with its terms; 8.3 You acknowledge that we have entered into this guarantee and indemnity and all of the (f) you benefit by entering into this guaranteed agreements in reliance on the ; guarantee and indemnity representations and warranties in clause 8.1.

5 BOQ.0001.0013.0693

Additional amounts you must pay 11 Interest

9 Enforcement expenses 11.1 You agree to pay interest (at the highest rate agreed upon between us and the debtor under a guaranteed agreement) on: 9.1 You must pay us for: (a) any amounts payable which are not (a) our reasonable costs, and any otherwise incurring interest; and receiver’s costs and remuneration, in arranging, administering and terminating (b) any amounts under this guarantee and this guarantee and indemnity and indemnity which are not paid on the due any security (including giving and date or if no date is stipulated, when considering consents, variations, required by us. discharges and releases, producing title documents or enforcing, attempting to The interest accrues daily from (and including) enforce or taking any other action in the due date (or if no due date, the date connection with our or any receiver’s stipulated by us) up to (but excluding) the date rights); and of actual payment and is calculated on actual days elapsed and a year of 365 days (in a leap (b) all taxes, fees and charges payable year, a year of 366 days). You agree to pay in connection with this guarantee interest under this clause 11.1 on demand from and indemnity, any security and any us. transactions (such as a payment or receipt) under them, and any interest, penalties, fines and expenses in 11.2 Each month (or any other period we choose), connection with them. we may add to the amount you owe us any interest under this clause 11 which has not been paid. You will then be liable for interest 9.2 You must pay us these amounts when we ask. under this clause 11 on the total amount. We can also debit any of these amounts to any account you have with us even if we do not 11.3 If any amount you must pay us under this expressly ask you to pay us. We do not have guarantee and indemnity becomes covered to tell you first. However, we will provide you by a court order, you must pay interest on with details of such amounts upon request that amount as a separate obligation. The from you. These amounts are due and payable interest accrues from (and including) the date on the day they are debited to your account. that we first ask you for the amount until (but excluding) the date that amount is paid. This obligation is not affected by the court order. 10 GST The rate is the rate in clause 11.1 or the rate in the court order (whichever is higher). You must pay interest under this clause 11.3 on demand 10.1 Unless otherwise expressly stated, all amounts from us. referred to in this guarantee and indemnity do not include GST. General 10.2 To the extent (if any) that GST is payable in respect of all or any part of a supply made by a party under or in connection with this 12 You may end this guarantee guarantee and indemnity (including any indemnity or reimbursement amount), the and indemnity consideration to be provided for that supply is increased by an amount equal to the GST 12.1 You may end your liability under this guarantee payable by the supplying party. and indemnity at any time if you pay us:

(a) the outstanding liability (which includes any amount which we determine to be a future or contingent liability) of the debtor at that time under all guaranteed agreements (whether or not we are able to enforce payment by the debtor) and all amounts payable by you under clauses 4, 5, 9 and 11 at that time;

6 BOQ.0001.0013.0694

(b) any lesser amount to which your liability any money you have paid or are is limited to the maximum amount by the required to pay us; or terms of this guarantee and indemnity; or (d) claim an amount in the insolvency of the debtor or another guarantor of the (c) if you are an individual, by exercising a debtor’s obligations under a guaranteed right (if any) conferred by the Code of agreement (including a person who has Banking Practice. signed this guarantee and indemnity with you) independently of an attorney appointed under clause 32. 12.2 In all other circumstances, we will release you from this guarantee and indemnity when we have received the lesser of the amounts owing under all guaranteed agreements or the 14 Dealing with rights under this maximum amount and we are satisfied that: guarantee and indemnity (a) we will not have to repay or refund any money; 14.1 We may assign or otherwise deal with our rights under this guarantee and indemnity or a (b) you and the debtor have no continuing security on the same terms and conditions we liability to us; and can assign the obligations of the debtor under any agreement with us including the If we do this, we do (c) there is no prospect of the debtor owing guaranteed arrangements. us any money in the future. not have to tell you and you may not claim against any assignee (or any other person who has an interest in this guarantee and indemnity) any right of set-off or other rights 13 Your rights are suspended you have against us.

For as long as an amount payable under a 14.2 If we do assign or otherwise deal with our guaranteed agreement remains unpaid, you rights under this guarantee and indemnity, you may not, without our consent: agree that you are still liable for the lesser of the maximum amount and all amounts owing (a) decrease your liability under this under clauses 4, 5, 9 and 11. guarantee and indemnity by claiming 1.1 Your rights are personal to you and may not be that you, the debtor or any other assigned without our written consent. person has a right to deduct or set-off any amount that you claim we owe to you (except to the extent that you can deduct or set-off an amount by law 15 Disclosure of information which we cannot exclude by agreement); 15.1 Information you provide to us may be (b) claim the benefit of: disclosed: (a) if you consent (unless you are an (i) another guarantee or indemnity; or individual, you may not unreasonably withhold your consent); (ii) a mortgage, charge or other security interest, (b) if required by any stock exchange or if allowed or required by law; given to us in connection with an amount payable under: (c) to any person in connection with our exercising rights or dealing with rights or (iii) a guaranteed agreement; or obligations (including preparatory steps such as negotiating with any potential (iv) this guarantee and indemnity or assignee of our rights or any other any other guarantee or indemnity person who is considering contracting given in connection with a with us in connection with this guarantee guaranteed agreement; and indemnity);

(c) claim an amount from the debtor or (d) to our officers, authorised agents and another guarantor of the debtor’s employees and to legal advisers, obligations under any right to recover auditors and other advisers;

(e) to any of our related entities; 7 BOQ.0001.0013.0695

(f) where we think it is necessary to protect our position; 19 Currency conversions (g) if the information is generally and 19.1 You must make payments in connection with publicly available; this guarantee and indemnity in the currency in which it is due. (h) to the debtor or to any other person who also guarantees payment of the amount 19.2 If we receive an amount in a currency other or part of the amount payable under a than that in which it is due: guaranteed agreement; or (a) we may convert the amount received (i) to any person for the purposes of into the due currency (to do this it might the securitisation of any guaranteed be necessary to convert through a third agreement. currency) on the day and at such rates 15.2 If you are an individual, we will provide you as we consider appropriate, taking into with all information we are required to provide account market exchange rates pursuant to the Code of Banking Practice. available to us. We may deduct our usual costs in connection with the conversion; and 16 Consents (b) you satisfy your obligation to pay in the due currency only to the extent of the 16.1 Whenever a provision of this guarantee and amount of the due currency obtained indemnity specifies that our consent or approval from the conversion after deducting the is required or that we may direct or require you costs of the conversion. to do or not do some act or thing, or that we will determine whether an event has occurred or not occurred, we will act reasonably in 20 Setting off money determining whether or not to give that consent or approval, determining whether that event has 20.1 Except to the extent you have a right of set- occurred or directing you to take some action or off granted by law which we cannot exclude by satisfy a requirement of ours. agreement, you must pay the amounts payable under this guarantee and indemnity in full without 16.2 We may impose reasonable conditions on any setting off amounts you believe we owe you and consent or approval we give under this without counterclaiming amounts from us. This guarantee and indemnity. You must comply does not prevent you making a separate claim with all conditions and requirements in any against us for amounts we owe you. consent or approval we give. 20.2 We may set off against amounts payable under this guarantee and indemnity any money 16.3 Our consent or approval will not be effective we owe you. unless it is in writing. We may charge a fee for giving our consent or approval. 21 When must you pay?

17 Exclusion of time periods You must pay any amount payable to us under this guarantee and indemnity on the date we specify. We do not need to give you any notice or demand or allow time to elapse before exercising a right under this guarantee and 22 What happens to money we indemnity or conferred by law unless the receive? notice, demand or lapse of time is required by law and cannot be excluded. 22.1 We may use any money paid by or for the debtor towards paying any part we choose of 18 Manager the amounts the debtor owes us (including paying any amount you do not guarantee). We may use any money paid by you under this We may appoint a person to manage this guarantee and indemnity towards paying any and any guarantee and indemnity securities part we choose of the amounts you owe us for us. We will tell you if we do so. Any such under this guarantee and indemnity. manager is authorised to exercise all of our rights under this guarantee and indemnity and 22.2 We may place in a suspense account any any securities. Until we tell you otherwise, payments we receive from you for as long as you must deal with that manager in relation we reasonably think prudent. to all matters arising in connection with this guarantee and indemnity and any securities. 22.3 We will credit payments as soon as practicable after we receive them. 8 BOQ.0001.0013.0696

(b) we have tried to exercise the rights before 23 Multiple accounts (in whole or in part);

23.1 We may use any money in any of your (c) we could have exercised those or other accounts held with us to pay any amounts rights before but didn’t; payable under this guarantee and indemnity. (d) we have exercised other rights before; or 23.2 If you have more than one account with us (e) we hold another security interest for (either alone or with another person) we may payment of the amount payable under a treat these accounts as one. We do not have guaranteed agreement. to do so, nor do we have to tell you before we do so. However, we will provide you with 26.5 If we do not exercise a right or remedy fully or details of such amounts or any combination at a given time, we can still exercise it later. of accounts upon request from you. 26.6 We are not liable for loss caused by the 24 Our certificates exercise or attempted exercise of, failure to exercise, or delay in exercising, a We may give you a certificate about a matter right or remedy. or about an amount payable in connection with this guarantee and indemnity. The certificate 26.7 Our rights and remedies under this guarantee is sufficient evidence of the matter or amount, and indemnity: unless it is proved to be incorrect. (a) are in addition to other rights and remedies given by law independently of this guarantee and indemnity or by any security 25 Prompt performance interest (such as a mortgage); and (b) may be exercised even if this involves a If this guarantee and indemnity specifies when conflict of duty or we have a personal you must perform an obligation, you must interest in their exercise. perform it by the time specified. You must perform all other obligations promptly. 26.8 Our rights and remedies under this guarantee and indemnity may be exercised by any of our directors, any of our employees or any other 26 How we may exercise our person we authorise. rights 27 Administrative matters 26.1 We may exercise a right or remedy in any way we consider appropriate. 27.1 You must do anything we ask (such as obtaining consents, signing and producing 26.2 We may claim against you under this documents, replying to questions, producing guarantee and indemnity before we enforce receipts and getting documents completed and any of our rights or remedies: signed):

(a) against the debtor or any other person; (a) to enable us to exercise our rights in or connection with this guarantee and (b) under another document such as indemnity; another security interest. (b) to ensure that each agreement which is intended to be covered by this For example, we may ask you to pay us first guarantee and indemnity becomes a without our having made the debtor bankrupt. guaranteed agreement; (c) to enable us to register the power of 26.3 If we have more than one guarantee and attorney in clause 32 or a similar power; indemnity or , we may enforce security interest (d) to ensure that your obligations under them in any order we choose. this guarantee and indemnity are secured by any security intended to 26.4 We may exercise our rights under this secure them; guarantee and indemnity even though: (e) to show whether you are complying with (a) we could have done so before but did this guarantee and indemnity; or not or were slow in doing so; (f) to ensure that this guarantee and indemnity is binding on you.

9 BOQ.0001.0013.0697

27.2 If we ask, you must supply us with any this guarantee and indemnity is to be read information or documents about or affecting: as if that provision were varied to the extent necessary to comply with that legislation or (a) the security; code or, if necessary, omitted. (b) any guaranteed agreement; 29.3 To the extent that the Code of Banking (c) this guarantee and indemnity; Practice, other code or legislation applies to (d) you or the financial position of any this guarantee and indemnity: debtor; (a) our rights to demand any amounts (e) a valuation or other expert report about from you and to exercise our rights and the security from an expert nominated remedies against you are subject to by us; or the limitations on enforcement of this imposed by (f) proof that you have observed your guarantee and indemnity the legislation or code; and obligations in this guarantee and indemnity and any guaranteed (b) our rights and remedies under this . agreement guarantee and indemnity are in addition to those given to a credit provider under 27.3 You must pay for anything that you must do the legislation or code. under this guarantee and indemnity.

27.4 You authorise us or any person we authorise to make any changes to this guarantee and 30 Inconsistent law - your obligations indemnity so that it can be stamped (but only if and our rights are unaffected the changes do not change its meaning).

27.5 You agree that we may fill in any blanks in 30.1 To the extent allowed by law this guarantee and this guarantee and indemnity or any blanks in indemnity prevails to the extent it is inconsistent any document related to this guarantee and with any law. indemnity (such as an acknowledgment). 30.2 Any present or future law that would otherwise vary your obligations under this guarantee and 28 Changes indemnity is excluded (to the extent allowed by law) if it affects our rights or remedies adversely. A term of this guarantee and indemnity, or right or obligation created under it, may not be 30.3 Rights given to us under this guarantee and waived or varied except in writing signed by indemnity and your liabilities under it are the party or parties to be bound. not affected by any act or omission by us or by anything else that might otherwise affect them under law relating to guarantees and 29 If any part of this guarantee and indemnities, including:

indemnity is unenforceable (a) if we vary or replace a guaranteed agreement, such as by increasing 29.1 If a court declares that any clause or part of a the credit limit, increasing the amount of clause of this guarantee and indemnity is illegal credit agreed to be provided or or void, then the rest of this guarantee and extending the term. If this guarantee and indemnity is to be interpreted as if that clause or indemnity is one to which the Code of that part of the clause is varied to the extent Banking Practice applies, we cannot necessary to render the clause or part clause no increase your liabilities under this longer illegal or void, or is if necessary omitted. guarantee and indemnity by changing the terms of a guaranteed agreement except in compliance with the Code of 29.2 To the extent that the Code of Banking Banking Practice. Your liabilities under Practice, other code or legislation applies to this guarantee and indemnity cannot this guarantee and indemnity, if: exceed the maximum amount without (a) that legislation or code would otherwise your agreement; make a provision of this guarantee and (b) if we release the debtor from the indemnity illegal, void or unenforceable; or debtor’s obligations under a guaranteed (b) a provision of this guarantee and indemnity agreement or if we give the debtor a would otherwise contravene a requirement concession, such as more time to pay; of that legislation or code or impose an (c) if the debtor opens another account with obligation or liability which is prohibited by us; that legislation or code, 10 BOQ.0001.0013.0698

(d) if we release, lose the benefit of or do person who was intended to sign does not sign not obtain any security interest; it or is not bound by it.

(e) if we could have exercised our rights under this guarantee and indemnity or 31 Reinstatement of rights under a guaranteed agreement before, but did not do so or we were slow in Under a law relating to insolvency a person doing so; may claim that a transaction (including a (f) if we do not register any security interest payment) in connection with this guarantee which could be registered; and indemnity or a guaranteed agreement is void or voidable. If a claim is made and upheld, (g) if we release any other person who guarantees the debtor’s obligations conceded or compromised, then: under a guaranteed agreement; (a) we are immediately entitled, as (h) if the obligations of any other person against you, to the rights in respect who guarantees the obligations debtor’s of this guarantee and indemnity or a under a may not guaranteed agreement guaranteed agreement to which we be enforceable; were entitled immediately before the (i) if the obligations of the debtor under transaction; and a guaranteed agreement or any other security interest given by the debtor may (b) on request from us, you agree to do not be enforceable; anything to restore to us any security we held from you immediately before the (j) if any other person who was intended to transaction. guarantee the debtor’s obligations under a guaranteed agreement does not do so or does not do so effectively; 32 Power of attorney (k) if any rights in connection with a guaranteed agreement are assigned; 32.1 You appoint us, each of our directors, each if we have previously exercised any of (l) of our employees whose job title includes the our rights against any person, including word “manager”, each of our solicitors and you or the (in whole or in part); debtor each other person we authorise separately (m) the death (or the receipt by us of notice as your attorney. If we ask, you must formally of the death), mental or physical approve anything they do under clause 32.2. disability or insolvency of any person You may not revoke these appointments. including you or the debtor; or 32.2 Each attorney may: (n) your other obligations to us. (a) do anything which you may lawfully do to exercise your right of proof after an 30.4 Our rights under this guarantee and indemnity event of insolvency occurs in respect of are not affected by, and this guarantee and the debtor or any other guarantor of the does not affect: indemnity debtor’s obligations. These things may (a) any other guarantee or indemnity, or be done in your or the attorney’s name and they signing and delivering any security interest, right or remedy, to include which we are entitled; or documents, taking part in legal proceedings and receiving any dividend arising out of the right of proof; (b) a judgment or order which we obtain against you in respect of an amount (b) delegate their powers ( this payable under this guarantee and including power) and revoke a delegation; and indemnity.

(c) exercise their powers even if this We can still exercise our rights under this involves a conflict of duty or they have a as well as under the guarantee and indemnity personal interest in doing so. judgment, order, other guarantee or indemnity, security interest, right or remedy. 32.3 The attorney need not account to you for any dividend received on exercising the right 30.5 This guarantee and indemnity binds each of proof under clause 32.2(a) except to the person who signs as guarantor even if another extent that any dividend remains after we have received all amounts payable under this guarantee and indemnity. 11 BOQ.0001.0013.0699

32.4 Where permitted by law the attorney may sufficient to satisfy that right of exercise its powers in clause 32.2 without your indemnity; consent and without giving you notice. (g) no action has been taken or proposed to terminate the trust; 33 Partnership (h) true copies of the trust deed and other If this guarantee and indemnity is given by a documents relating to the trust have firm or partnership or joint venture: been provided to us and disclose all the terms of the trust; (a) this guarantee and indemnity continues to be in full force and effect despite (i) you have not delegated any of your any changes which may from time powers as trustee or exercised any to time take place in its members or power of appointment; participants, whether by the death or retirement or the receivership, (j) no property of the trust has been insolvency, administration or liquidation resettled or set aside or transferred to of any member or participant or the any other trust; admission of any new member or participant or otherwise, and even (k) the trust documents comply with all though the firm, partnership or joint applicable laws; venture no longer carries on business; and (l) by entering into this guarantee and indemnity and performing your (b) this guarantee and indemnity is binding obligations under it you are properly on you even though you are not or performing your obligations to the having once been a member of or beneficiaries of the trust; participant in the firm, partnership or joint venture are no longer one of its members or participants. (m) you have taken all steps necessary to allow you to enter into and perform your obligations under this guarantee and ; 34 Trustee provisions indemnity (n) no action has been taken to remove you 34.1 You make the following declarations if you as trustee or to appoint an additional enter into this guarantee and indemnity, or own trustee; and property the subject of a security, as trustee of any trust or settlement: (o) you have not breached your obligations as trustee. (a) this guarantee and indemnity is for the benefit of the trust; You must tell us whenever anything happens (b) this guarantee and indemnity does not which would mean you could not truthfully conflict with the operation or terms of repeat all these declarations (unless we the trust; consent to that thing happening).

(c) you are the sole trustee of the trust; 34.2 If you are a trustee, unless we have consent ed in writing, you must not: (d) you have the power as trustee of the trust to unconditionally enter into this (a) do anything in connection with the trust; guarantee and indemnity and perform your obligations under it; (b) deal with any property of the trust; or

(e) the trust has not been terminated and no (c) otherwise act in connection with the beneficiary is presently entitled to any trust, assets of the trust; in any way which adversely affects your ability (f) you have the right to be fully indemnified to pay the maximum amount. This includes out of the trust assets for obligations making any distribution of capital or resigning incurred under this guarantee and as trustee. indemnity and the trust assets are

12 BOQ.0001.0013.0700

34.3 If you are a trustee, this guarantee and 35.5 Communications to us must be: indemnity binds you in your personal capacity and in your capacity as trustee of the trust. (a) given personally to one of our employees at our registered office and 34.4 If you are a trustee and you are in breach of no other place; your obligations under this guarantee and (b) sent by prepaid post to our registered you: indemnity office and no other place; or (a) must not exercise your powers or (c) given by any other means permitted by discretions under the trust unless we law. have consented in writing; and Your local branch may be able to provide (b) must not exercise your right to be paid details of how your notice can be sent to us from the assets of the trust on demand. (including an email or other electronic address) but your local branch may not be authorised to receive the notice on our behalf. To ensure it is dealt with correctly, any notice 35 Notices and other should always be addressed to our registered communication office.

35.1 Notices, certificates, consents, approvals and 35.6 A communication is taken to be given (whether other communications in connection with this or not you actually receive it): guarantee and indemnity must be in writing unless we agree otherwise. (a) in the case of a communication given personally - on the date it bears or the 35.2 Communications from us may be signed by date it is received by the person to whom any of our employees or authorised it is addressed, whichever is the later; agents. In addition, if the notice is given by fax or email it is properly signed if our (b) in the case of a communication sent by name appears at the beginning or end of post - on the date it bears or the date the transmission. when it would have been delivered in the ordinary course of post, whichever is the 35.3 If you are a corporation, communications from later; you must be signed by a director or another person we approve. (c) in the case of a communication sent by email or other electronic form - on the 35.4 Communications to you may be: date it bears, provided the sender does not receive a non-delivery communication (a) given personally (if you are a within 2 hours after sending; or corporation, to one of your directors); (d) in the case of a communication sent by (b) left at your residential or business fax - on the date it bears or the date on address last known to us; which the machine from which it was sent produces a report indicating that the (c) sent by post to your postal or residential communication was sent to the fax or business address last known to us; number of the person to whom it is addressed, whichever is the later. (d) sent by email or other electronic communication to your email or other 35.7 If you change your address, you must promptly electronic address last known to us; tell us in writing.

(e) sent by fax to your residential or business fax number last known to us; or 36 Governing law and serving documents (f) given in any other way permitted by law. 36.1 This guarantee and indemnity is governed by the laws of the state or territory where credit was first drawn down by a debtor in connection with a guaranteed agreement. You and we submit to the non-exclusive jurisdiction of the courts of that place.

13 BOQ.0001.0013.0701

36.2 We may serve any document in a court action (including a writ of summons, other originating process or third or other party notice) on you by delivering it to or leaving it at your address last known to us or such other address as you and we agree at any time. This clause does not prevent any other method of service.

37 Counterparts

This guarantee and indemnity may consist of a number of copies, each signed by one or more parties to this guarantee and indemnity. If so, the signed copies are treated as making up the one document.

38 Deed

This guarantee and indemnity is a deed.

14 BOQ.0001.0013.0702

INFORMATION STATEMENT

THINGS YOU SHOULD KNOW ABOUT GUARANTEES

This information tells you about some of the rights and obligations of yourself and the credit provider. It does not state the terms and conditions of your guarantee.

GUARANTEES

1 What is a guarantee?

A promise by you that the person who is getting credit under a credit contract (the “debtor”) will keep to all the terms and conditions. If that person does not do so, you promise to pay the credit provider all the money owing on the contract (and any reasonable enforcement expenses) as soon as the money is asked for, up to the limit, if any, stated in the guarantee. If you do not pay, then the credit provider can take enforcement action against you which may result in the forced sale of any property owned by you such as your house.

2 How do I know how much the debtor is borrowing and how the credit charges are worked out?

These details are on the copy of the credit contract or proposed credit contract that you should be given before you sign the guarantee.

3 What documents should I be given?

Before you sign the guarantee you should get:

• the document you are reading now; and

• a copy of the credit contract or proposed credit contract; and

• if you are an individual, any document we are required to give you under the Code of Banking Practice.

4 Can I get a statement of the amount that the debtor owes?

Yes. You can ask the credit provider at any time for a statement of the amount the debtor currently owes or any amounts credited or debited during a period you specify or any amounts which are overdue and when they became overdue or any amount payable and the date it became due.

The credit provider must give you the requested information:

• within 14 days if all the information requested related to a period 1 year or less before your request is given; or

• otherwise within 30 days.

This statement will be given to you in writing if you ask for it in writing but otherwise may be given orally.

You may be charged a fee for the statement.

You are not entitled to more than 1 written statement every 3 months.

5 How can I find out the payout figure?

15 BOQ.0001.0013.0703

You can write to the credit provider at any time and ask for a statement of the amount required to pay out the credit contract as at any date you specify.

You may be charged a fee for the statement.

6 What other information can I get?

If you are an individual, the above information will be supplied to you at least one day prior to you signing the guarantee, unless you have obtained independent legal advice after receiving the information.

If you are an individual, you can write to the credit provider and ask for a copy of:

• the guarantee; or

• any related credit contract or security contract; or

• the final letter of offer by the credit provider to the debtor; or

• any credit-related insurance contract (such as insurance on mortgaged property) the credit provider has; or

• any financial accounts or statement of financial position given to the credit provider by the debtor for the purpose of the credit contract within 2 years prior to the day the credit provider provides the information to you; or

• the latest statement of account relating to the credit contract.

The credit provider may charge you a fee.

7 Can I withdraw from my guarantee?

You can withdraw from your guarantee at any time:

• before credit is provided under the relevant credit contract by written notice to the credit provider; or

• if the final credit contract is materially different from the proposed credit contract given to you before you signed the guarantee.

8 Can I limit my guarantee?

Yes. If you are an individual your liability under the guarantee must be limited to:

• or be in respect of, a specific amount plus other liabilities that are described in the guarantee; or

• the value of a specified security at the time of recovery.

9 If my guarantee says I have to give a mortgage, what does this mean?

A mortgage means that you give the credit provider certain rights over any property you mortgage. If you default under your guarantee, you can lose that property and you might still owe money to the credit provider.

10 Is there anything that I am not allowed to do with the property I have mortgaged?

16 BOQ.0001.0013.0704

The law says you cannot assign or dispose of the property unless you have the credit provider’s, or the court’s, permission. You must also look after the property. Read the mortgage document as well. It will usually have other terms and conditions about what you can or cannot do with the property.

11 Can the credit provider take or sell the mortgaged property?

Yes, if you have not carried out all of your obligations under your guarantee.

12 When can the credit provider enforce a judgment against me?

If you are an individual, when:

• the credit provider has judgment against the debtor and if the judgment amount has still not been met 30 days after the credit provider has asked the debtor in writing to pay it; or

• the credit provider has been unable to locate the debtor after making reasonable efforts to do so; or

• the debtor is insolvent.

If you are not an individual, the credit provider can enforce a judgment against you at any time.

13 If the debtor cannot be found and the credit provider intends to take legal action against me do I get any warning?

You may not.

14 Can the credit provider take action against me without first taking action against the debtor?

If you are an individual, the credit provider will not be able to enforce any judgement against you except in the circumstances described in the answer to question 12.

15 How much do I have to pay the credit provider if the debtor defaults?

You have to pay what the debtor owes the credit provider, subject to any limit provided in the guarantee, plus the credit provider’s reasonable expenses in making you honour your contract of guarantee.

GENERAL

16 What can I do if I am asked to pay out the credit contract and I cannot pay it all at once?

Talk to the credit provider and see if some arrangement can be made about paying.

17 Do I have any other rights and obligations?

Yes. The law does give you other rights and obligations. You should also READ YOUR GUARANTEE carefully.

IF YOU HAVE ANY DOUBTS, OR YOU WANT MORE INFORMATION, GET LEGAL ADVICE.

PLEASE KEEP THIS INFORMATION STATEMENT, YOU MAY WANT SOME INFORMATION FROM IT AT A LATER DATE.

17 BOQ.0001.0013.0705

1300 55 72 72 boq.com.au

Issuer: Bank of Queensland Limited ABN 32 009 656 740 AFSL No. 244616

S014a 10/16