BASE PROSPECTUS Queensland Treasury Corporation (A corporation constituted under the laws of the State of Queensland) U.S.$10,000,000,000 Euro Medium Term Note Facility guaranteed by The Treasurer of the State of Queensland on behalf of The Government of Queensland Arranger UBS Investment Bank Dealers Australia and New Zealand Banking Barclays Group Limited ABN 11 005 357 522 BNP PARIBAS BofA Merrill Lynch Citigroup Commonwealth Bank of Australia ABN 48 123 123 124 Deutsche Bank HSBC Bank plc J.P. Morgan Securities plc National Australia Bank Limited ABN 12 004 044 937 Nomura RBC Capital Markets TD Securities UBS Investment Bank Westpac Banking Corporation ABN 33 007 457 141 The date of this Base Prospectus is 7 February 2013. This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC (the “Prospectus Directive”) as amended (which includes the amendments made by Directive 2010/73/EU (the “2010 PD Amending Directive”) to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area). Queensland Treasury Corporation (the “Issuer” or the “Corporation” or “QTC”) and the Government of Queensland (the “Responsible Persons”) accept responsibility for the information contained in this Base Prospectus. To the best of the knowledge and belief of the Responsible Persons (each having taken all reasonable care to ensure that such is the case) the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. Any notes issued under this U.S.$ 10,000,000,000 Euro Medium Term Note Facility (the “Notes” and the “Facility” respectively) on or after the date of this Base Prospectus are issued subject to the provisions described herein. This does not affect any Notes issued prior to the date of this Base Prospectus. This Base Prospectus is to be read in conjunction with all documents which are deemed to be incorporated herein by reference (see “Documents incorporated by reference”). This Base Prospectus shall be read and construed on the basis that such documents are so incorporated and form part of this Base Prospectus. Subject as set out herein, this Base Prospectus and any supplement hereto will only be valid for issuing Notes of up to U.S.$10,000,000,000 (or its equivalent in the other currencies provided for herein) outstanding at any one time, calculated by reference to the Exchange Rate prevailing at the Agreement Date (each as defined in the penultimate paragraph of “Form of the Notes”) and otherwise on the basis specified in “Form of the Notes”. The Notes will be issued on a continuing basis to one or more of the Dealers. Notes may be issued to persons other than Dealers. Dealers and such other persons are together referred to as “Dealers”. Application has been made to the Commission de Surveillance du Secteur Financier (the “CSSF”) in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 on prospectuses for securities to approve this document as a base prospectus. The CSSF assumes no responsibility for the economic and financial soundness of the transactions contemplated by this Base Prospectus or the quality or solvency of the Issuer in accordance with Article 7(7) of the Prospectus Act 2005. Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Facility to be admitted to trading on the Luxembourg Stock Exchange’s regulated market and to be listed on the Official List of the Luxembourg Stock Exchange. References in this Base Prospectus to Notes being "listed" (and all related references) shall mean that such Notes have been admitted to trading on the Luxembourg Stock Exchange's regulated market and have been admitted to the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of the Markets in Financial Instruments Directive (Directive 2004/39/EC). Notice of the aggregate nominal amount of Notes, interest (if any) payable in respect of Notes, the issue price of Notes and certain other information which is applicable to each Tranche (as defined under “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 Luxembourg Stock Exchange, will be filed with the CSSF. Copies of Final Terms in relation to Notes to be listed on the Luxembourg Stock Exchange will also be published on the website of the Luxembourg Stock Exchange (www.bourse.lu). The Facility 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 (as defined below). The Issuer may also issue unlisted Notes and/or Notes not admitted to trading on any market. 2 Each of the Issuer and the Guarantor has been rated AA+ by Standard & Poor's (Australia) Pty. Ltd. (“S&P”) and Aa1 by Moody's Investors Service Pty Limited . (“Moody's”). Each of the Issuer and the Guarantor has also been rated AA by Fitch Australia Pty. Ltd. ("Fitch"). While the Issuer and the Guarantor have cooperated to a certain extent with Fitch in the rating process, neither of them has requested or intends to request the assignment of any credit rating by Fitch to the Issuer or the Guarantor or any Notes issued under the Facility. S&, Moody's and Fitch are established outside the European Union and have not applied for registration under the Regulation (EC) No. 1060/2009 (as amended) (the “CRA Regulation”). Ratings by S&P are endorsed by Standard & Poor's Credit Market Services Europe Limited, a credit rating agency established in the European Union and registered under the CRA Regulation, ratings by Moody's are endorsed by Moody's Investors Services Ltd., a credit rating agency established in the European Union and registered under the CRA Regulation and ratings by Fitch are endorsed by Fitch Ratings Ltd.., a credit rating agency established in the European Union and registered under the CRA Regulation. A list of registered credit rating agencies is available on the European Securities and Markets Authority (“ESMA”) website at www.esma.europa.eu/page/List-registered-and-certified-CRAs (list last updated on 7 January 2013). Notes issued under the Facility may be rated or unrated by any one or more of the rating agencies referred to above. Where a Tranche of Notes is rated at the request of the Issuer, such rating will be specified in the applicable Final Terms and will not necessarily be the same as the rating assigned to the Issuer or the Guarantor by the relevant rating agency. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. An investment in Notes issued under the Facility involves certain risks. For a discussion of these risks see “Risk factors”. The Dealers specified on page 8 (the “Dealers”, which expression shall include any additional Dealers appointed under the Facility from time to time) have not separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers as to the accuracy or completeness of the information contained in this Base Prospectus, or any further information supplied in connection with the Notes. No person is or has been authorised to give any information or to make any representation not contained in or not consistent with this Base Prospectus or any other financial statements or further information supplied in connection with the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by either the Issuer or any of the Dealers. Neither this Base Prospectus nor any other financial statements nor any further information supplied in connection with the Notes shall be considered as a recommendation by either the Issuer or any of the Dealers that any recipient of this Base Prospectus or any financial statements or any further information supplied in connection with the Notes should purchase any of the Notes. Each investor contemplating purchasing Notes should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. None of this Base Prospectus, any other financial statements or any further information supplied in connection with the Notes constitute an offer or invitation by or on behalf of the Issuer or the Dealers or any of them to any person to subscribe for or to purchase any of the Notes. The delivery of this Base Prospectus does not at any time imply that the information contained herein concerning the Issuer is correct at any time subsequent to the date hereof or that any other financial statements or any further information supplied in connection with the Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers expressly do not undertake to review the financial or other condition or affairs of the Issuer during the life of the Facility. Investors should review, inter alia, the most recent financial statements of the Issuer when deciding whether or not to purchase any of the Notes. 3 The distribution of this Base Prospectus and the offer or sale of the Notes may be restricted by law in certain jurisdictions.