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Capital Notes 2 PROSPECTUS

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Capital Notes 2 PROSPECTUS Bank of Queensland Limited Capital Notes 2 PROSPECTUS Prospectus for the issue of Bank of Queensland Limited Capital Notes 2 to raise $250 million with the ability to raise more or less Issuer Bank of Queensland Limited ABN 32 009 656 740 Arranger Goldman Sachs Joint Lead Managers ANZ Securities Limited Morgans Financial Limited National Australia Bank Limited Co-Manager JBWere Limited IMPORTANT NOTICES IMPORTANT NOTICES Past financial performance information Historical financial information in this Prospectus is for information About This Prospectus purposes only and is not a forecast of future performance. Past This Prospectus is dated 3 November 2020 and was lodged with the Australian performance or trends should not be relied on as being indicative of future Securities and Investments Commission (ASIC) on that date. This Prospectus performance or trends. is being issued in compliance with the requirements of section 713(1) of the Corporations Act (as modified by ASIC Corporations (Regulatory Capital Financial information and forward-looking statements Securities) Instrument 2016/71). This is a replacement Prospectus which Section 3.2 contains pro-forma financial information about BOQ, including replaces the prospectus dated 26 October 2020 and lodged with ASIC on the basis of preparation of that information. The pro-forma financial that date (Original Prospectus). The offer contained in this Prospectus is for information provided in this Prospectus is for illustrative purposes only and an issue of Capital Notes 2 (Capital Notes 2) by Bank of Queensland Limited is not represented as being indicative of BOQ's view on its future financial (ABN 32 009 656 740) (Bank of Queensland or BOQ) at $100 per Capital Note condition or performance. 2 to raise $250 million with the ability to raise more or less (Offer). This Prospectus contains forward-looking statements which may be This Prospectus expires on the date which is 13 months after 26 October identified by words such as "may", "could", "believes", "considers", "expects", 2020 (Expiry Date) and no Capital Notes 2 will be issued on the basis of this "estimates", "intends" and other similar words. Such statements are subject Prospectus after the Expiry Date. to risks and uncertainties that could cause actual results, performance or Neither ASIC nor ASX Limited (ASX) take any responsibility for the achievements to differ materially from the outcomes expressed or implied content of this Prospectus or the merits of the investment to which this by the forward-looking statements in this Prospectus. Prospectus relates. Forward-looking statements should be read in conjunction with the risk factors in Section 4 and other information in this Prospectus. Exposure Period The Corporations Act prohibited the processing of Applications in Prospectus availability the period of seven days after the date of lodgement of the Original Paper copies of this Prospectus can be obtained free of charge during Prospectus (Exposure Period). Applications were not accepted during the the Offer Period by calling the BOQ Offer Information Line on 1800 779 Exposure Period. 639 (within Australia) or +61 1800 779 639 (outside Australia) (8:30am to 7:30pm (Sydney time) Monday to Friday, excluding public holidays). Nature of Capital Notes 2 Capital Notes 2 are non-cumulative, perpetual, convertible, unguaranteed This Prospectus can also be accessed electronically at and unsecured notes with preferred, discretionary distributions, issued by www.boq.com.au/capitalnotes2. If you access the Prospectus in BOQ. They are an investment in BOQ and may be affected by the ongoing electronic form, the following conditions apply: performance, financial position and solvency of BOQ. • you must access and download the entire Prospectus; An investment in Capital Notes 2 is subject to investment risk including • your Application will only be considered where you have applied possible loss of income and principal invested. See Section 4 for further pursuant to an Application Form (either electronic or paper) that was details. attached to, or accompanied by, a complete electronic copy of the Neither BOQ nor any other person warrants or guarantees the future Prospectus. By making an Application, you declare that you were given performance of BOQ, Capital Notes 2 or any return on any investment access to the complete Prospectus together with the Application made pursuant to this Prospectus. Form; and Capital Notes 2 are unsecured notes for the purposes of section 283BH of • the Prospectus is available electronically to residents of Australia who the Corporations Act. are accessing and downloading or printing the electronic Prospectus in Australia. Capital Notes 2 are not deposits or protected accounts and are not guaranteed Restrictions in foreign jurisdictions Capital Notes 2 are not: See Section 8.11 for details of the selling restrictions that apply to the Capital Notes 2 in foreign jurisdictions. • deposit liabilities of BOQ; • protected accounts for the purposes of the depositor protection Providing personal information and privacy provisions in Division 2 of Part II of the Banking Act or of the Financial You will be asked to provide personal information to BOQ (directly or via the Claims Scheme established under Division 2AA of Part II of the Banking Registrar) if you apply for Capital Notes 2. See Section 8.12 for information Act; on how BOQ (and the Registrar on its behalf) collects, holds and uses this personal information. • guaranteed or insured by any government, government agency or compensation scheme of Australia or any other jurisdiction; or Diagrams • secured over any of BOQ’s or any member of the BOQ Group’s assets. Diagrams used in the Prospectus are illustrative only and may not be drawn to scale. Unless otherwise stated, all data contained in charts, graphs and No representations other than in this Prospectus tables is based on information available at the date of this Prospectus. You should rely only on information in this Prospectus. Defined words and expressions No person is authorised to give any information, or to make any Some words and expressions used in this Prospectus have defined representation, in connection with the Offer that is not contained in meanings, which are either explained in the Glossary in Appendix B or in the this Prospectus. Any information or representation that is not in this Capital Note 2 Terms set out in Appendix A of this Prospectus. If there is Prospectus may not be relied on as having been authorised by BOQ or any any inconsistency between the defined terms in Appendix A and Appendix other person in connection with the Offer. B, the definitions in Appendix A will prevail. Unless otherwise indicated, all information in this Prospectus, while subject A reference to $, A$, AUD dollars and cents is to Australian currency, unless to change from time to time is current as at the date of this Prospectus. otherwise stated. Unless otherwise stated, references to times in this This Prospectus does not include financial product or investment Prospectus are to the time in Sydney, New South Wales, Australia. advice - you should seek your own professional investment advice Enquiries The information in this Prospectus is not financial product advice and If you are considering applying for Capital Notes 2 under the Offer, this does not take into account your individual investment objectives, financial document is important and should be read in its entirety. situation or particular needs as an investor. You should carefully consider the whole of this Prospectus in light of your particular investment needs, If you have any questions in relation to the Offer, please contact your objectives and financial situation (including your taxation situation). stockbroker, solicitor, accountant or other independent and qualified professional adviser. You may also call the BOQ Offer Information Line Capital Notes 2 are complex and involve more risks than a simple debt or on 1800 779 639 (within Australia) or +61 1800 779 639 (outside Australia) ordinary equity security. Capital Notes 2 are not suitable for all investors (8:30am to 7:30pm (Sydney time) Monday to Friday, excluding public and contain features which may make the Capital Note 2 Terms difficult holidays). Applicants in the Broker Firm Offer may also contact their to understand. BOQ strongly recommends that you seek professional Syndicate Broker. advice from your stockbroker, solicitor, accountant or other independent and qualified professional adviser before deciding whether to invest in Capital Notes 2. 2 BOQ Capital Notes 2 Prospectus CHAIRMAN'S LETTER 3 November 2020 Dear Investor, On behalf of the Board of Bank of Queensland Limited (BOQ), I am pleased to offer you the opportunity to invest in Capital Notes 2 (Capital Notes 2). BOQ is a full service financial institution whose primary function is gathering deposits and lending. It is listed on the ASX and regulated by APRA as an ADI. BOQ is included in the ASX 100 index. BOQ intends to raise $250 million through the offer of Capital Notes 2 (Offer) with the ability to raise more or less. The proceeds of Capital Notes 2 will be used for BOQ's general corporate and funding purposes. This issue of Capital Notes 2 is being made as part of BOQ's capital management strategy. The Australian Prudential Regulation Authority (APRA), the prudential regulator of Australia has confirmed that Capital Notes 2 are capable of being recognised as Additional Tier 1 Capital of BOQ for the purposes of APRA’s prudential standards. As announced on 7 April 2020, BOQ received APRA’s approval to redeem BOQ’s A$150 million Wholesale Capital Notes (WCNs) which constituted Additional Tier 1 Capital, conditional on BOQ completely replacing the WCNs with a new Additional Tier 1 instrument at the first available opportunity. The Offer will satisfy this condition. Capital Notes 2 are fully paid, unsecured, non-cumulative, perpetual, convertible notes. They will pay, subject to the issue terms and BOQ’s discretion, preferred floating rate quarterly distributions which are expected to be fully franked.
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