BOQ CODE OF CONDUCT

22/01/2018 Version 4

At BOQ, our people bring our vision to life and show it’s possible to love a bank.

To deliver on our vision we expect everyone who represents the Bank of Queensland Limited and its subsidiaries (referred to here as BOQ) – directors, employees, agents, contractors, owner managers and their staff – to conduct our dealings with the same high standards. Our Code of Conduct outlines these expectations and is the touchstone for everything we say and do.

The Code of Conduct sets out expectations of how we deal with each other and our stakeholders. It ensures we comply with applicable laws and regulations and act ethically, and it ensures we protect our good reputation. It also supports us to grow sustainably and to deliver great service for our customers and our community.

The Code of Conduct does not address every situation that may arise. Accordingly, it is imperative we understand that our BOQ vision, strategic pillars and values all underpin our approach to upholding behavioural and conduct expectations. The values include Integrity, Passion, Collaboration, and Impact. The value of “Integrity” is particularly important as it ensures we treat others with respect and ensures that we always do the right thing.

It is everybody’s responsibility to understand and uphold our Code of Conduct. If you are unsure about any aspect of the Code of Conduct, please talk to your manager.

In addition, if you would like to join me in supporting a Vision to have a banking and finance industry that meets the community’s needs and gains the community’s full confidence (thereby fulfilling its integral role in society), then I encourage you to refer to the Banking and Finance Oath website (www.thebfo.org), where you can pledge your allegiance to the Oath below.

Jon Sutton

Managing Director & CEO

A MESSAGE FROM THE MANAGING DIRECTOR & CEO

THE BANKING AND FINANCE OATH

Trust is the foundation of my profession.

I will serve all interests in good faith.

I will compete with honour.

I will pursue my ends with ethical restraint.

I will help create a sustainable future.

I will help create a more just society.

I will speak out against wrongdoing and support others who do the same.

I will accept responsibility for my actions.

In these and all other matters;

My word is my bond.

TABLE OF CONTENTS

Why we have a ‘Code of Conduct’ 1

We act with honesty and integrity 4

We treat others with respect, we value diversity, we maintain a safe working environment and we communicate professionally 5

We identify and manage conflicts of interest 8

We respect and maintain privacy, confidentiality and disclosure 11

We comply with legal obligations and internal standards 12

We immediately deal with and report suspected breaches of the Code, the law or BOQ Policies & Standards 13

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TO ENSURE • We act with honesty and integrity;

• We treat others with respect, we value diversity, we maintain a safe working environment and we communicate professionally;

• We identify and manage conflicts of interest;

• We respect and maintain privacy, confidentiality and disclosure;

• We comply with legal obligations and internal standards; and

• We immediately deal with and report suspected breaches of the Code of Conduct, applicable laws and regulations and/or BOQ Policies & Standards.

The Code of Conduct is an important part of each person’s employment and

engagement with BOQ and you are expected to:

• Read and understand your obligations under the Code of Conduct, upon commencement and then annually; and

• Always comply with the Code of Conduct.

WHY WE HAVE A ‘CODE OF CONDUCT’

WHAT ABOUT OUR OTHER POLICY DOCUMENTS?

BOQ has a number of corporate policies which describe how we conduct our business so that we comply with our legal, regulatory and other obligations. As such, all of our people are expected to understand and comply with our policies and each of our people is responsible for their own conduct.

We take breaches of our policies seriously, and disciplinary action, including termination for misconduct, may be taken against any person who does not comply with these policies.

Documents which are referred to in this Code of Conduct are listed on MySource under “Policies and Forms/Policy and Procedures/BOQ Policies”.

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HOW DO I APPLY IT?

The Code of Conduct has been established to help all of us understand BOQ’s expectations of its people. However, from time to time, our people will face situations that are not directly covered by this Code of Conduct or any other policy within BOQ.

When facing such situations or if you feel that something is not quite right,

ask yourself these simple questions:

• Is my decision consistent with BOQ’s values of Passion, Impact, Collaboration & Integrity?

• Is my decision lawful?

• Am I authorised to make this decision?

• Is this decision a reasonable management action required for the efficient operation of a business?

• Would I feel okay if my decision was reported in the media?

• How would I like it if someone treated me this way?

• What would happen if everybody took this course of action?

• Have I really thought through my decision and the impact it may have on my character and the reputation of BOQ?

• Would I still take the same action if it was my business, my money or my time?

MANAGEMENT COMMITMENT

BOQ’s Managing Director & CEO is responsible to the Board for BOQ’s culture, including the way we conduct our business, which is the foundation for ensuring BOQ’s reputation as a trusted and respected organisation is maintained.

Our executives and management team are committed to the BOQ values and meeting the expectations set out in the Code of Conduct.

Our executives and management team are responsible for:

• Supporting the Managing Director & CEO in upholding BOQ’s high standard of conduct;

• Taking reasonable management action required for the efficient operation of BOQ’s business; and

• Making sure that our people understand and comply with the Code of Conduct.

PERSONAL ACCOUNTABILITY

All of our people are responsible for complying with the Code of Conduct.

We all have an obligation to stop or prevent actions that could harm our people, customers, our communities, our business or our reputation. We also have an obligation to report any action or behaviour which does not meet BOQ’s values, the Code of Conduct, or contravenes applicable law and regulations.

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HOW DO I RAISE A QUESTION OR CONCERN?

BOQ aims to create an environment in which our people can raise concerns about conduct which may be unethical, unlawful, present a conflict of interest or be in breach of the Code of Conduct without fear of reprisal, dismissal or discriminatory treatment.

If you have any questions, see or notice any conduct which might be unethical or unlawful, or which contravenes the Code of Conduct, you can report the conduct to your manager, People & Culture, or Group Compliance, Security and Business Resilience, contact the independent Whistleblower service or the Company Secretary.

WHAT HAPPENS IF THERE IS A BREACH?

The Code of Conduct summarises BOQ’s key policies and outlines how we expect our people to conduct themselves when working for or representing BOQ. We consider failure to comply with BOQ’s values and Code of Conduct a serious matter. Disciplinary action, up to and including termination for misconduct, may be taken against any person who does not comply with the BOQ values and the Code of Conduct.

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WE ACT WITH HONESTY AND INTEGRITY

Honesty and integrity are essential to everything we do at BOQ as such behaviours determine how successful we will be in establishing trust with our customers, stakeholders and the communities we service.

Honesty and integrity extends beyond just what we do, but it also includes the importance of reporting the suspicious or dishonest conduct of others in the workplace. Failure to do so is a reflection of our own personal honesty and integrity and has the potential to negatively affect BOQ’s reputation.

Some of the ways to demonstrate honesty and integrity include:

• Providing honest, accurate and complete information to staff, customers, suppliers, competitors or others associated with BOQ and not tolerating dishonest or unethical behaviour from these stakeholders;

• Avoid engaging in misleading, fraudulent or deceptive conduct. This includes giving evasive or untrue answers to statements, making false statements, providing misleading information or keeping silent when to do so could be misleading;

• Avoid engaging in or displaying any behaviour or conduct that may bring the reputation of BOQ into disrepute;

• Reporting any change in your personal situation that may result in a conflict of interest in performing your role, to your manager and/or People & Culture as soon as you become aware of it;

• Always considering the interests and needs of the customers when providing advice, products or services and not taking advantage or applying unconscionable pressure in your dealings with them;

• Using goods, services or facilities provided by BOQ in the course of your employment or appointment only in accordance with the terms on which they are provided. Also ensuring that such goods, services or facilities are properly protected from loss, theft or damage;

• Never improperly using your position, the Bank’s systems or property or any information you receive through your work to further your own personal interest, or help others to do so;

• Being honest and forthright in all of your communications and dealings with BOQ, including communications and dealings with your manager, colleagues, customers, auditors and regulators; and

• Ensuring all dealings with customers, suppliers and third parties are properly recorded and transparent.

The following policies further set out BOQ’s expectations in relation to Honesty and Integrity:

• Acceptable Use Policy;

• Group Financial Crimes Policy;

• Conflicts of Interest.

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RESPECT AND DIGNITY

We believe in the fundamental dignity of each person and we believe that each person deserves to be treated fairly and with courtesy and respect. All employees have the right to work in a place that is free from harassment, bullying or intimidation, abuse, or any acts or threats of violence. BOQ also recognises the importance of the workplace in providing support to persons impacted by Domestic and Family Violence.

At BOQ, we do not tolerate conduct that demeans another person, unreasonably interferes with another person’s work performance or creates an intimidating, abusive, hostile or offensive work environment.

Some of the ways to maintain professionalism through respectful

behaviours include:

• Always act in good faith and deal fairly with persons in the workplace, ensuring you have a courteous manner and treat them with respect through all actions and communication avenues including emails and social media;

• Ensure you contribute to creating and maintaining a harmonious workplace and discourage bullying, harassment, discrimination, intimidation or any other forms of unfair treatment; and

• Always behave appropriately whilst entertaining on BOQ premises or offsite and at any BOQ social functions.

WE TREAT OTHERS WITH RESPECT, WE VALUE DIVERSITY, WE MAINTAIN A SAFE WORKING ENVIRONMENT AND WE COMMUNICATE AND BEHAVE PROFESSIONALLY

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DIVERSITY AND INCLUSION

SAFE WORKING ENVIRONMENT

BOQ is committed to ensuring that it has a diverse and inclusive workforce and provides equal opportunities to all our people as reflected in its employment terms and conditions and remuneration practices. Our diversity makes us stronger and we welcome different views from all our people as these help us to improve the quality of our services. This variety of ideas and views also strengthens our relationship with our customers and other stakeholders.

We aim to ensure equal treatment and equal employment opportunities for all our people regardless of gender, race, ethnicity, religion, age, national origin or ancestry, physical or mental disability or sexual orientation.

BOQ applies its Diversity and Inclusiveness Policy to all of our people, potential employees and applicants for BOQ roles, as well as our customers, suppliers and other stakeholders.

BOQ is committed to caring for and protecting our people and believes in providing and maintaining a safe and healthy environment for BOQ’s customers, staff, contractors and visitors who come onto BOQ’s premises.

Each person working at a BOQ premises must understand and follow the safety and security procedures, and must report any actual or potential hazards. By doing this, we can ensure that we protect ourselves, our workmates, site visitors and our business.

Some of the ways to contribute to maintaining a safe and healthy

environment on BOQ’s premises include:

• Understand comply with BOQ’s Workplace Health and Safety Policy, and any other procedures and instructions relating to BOQ’s premises;

• Report any accidents, work injuries, work related illnesses, risks or dangerous occurrences which affect or may affect the health and safety of BOQ’s customers, staff or other visitors to management and lodge any incidents in the BOQ Safety Management System within 24 hours of the incident;

• Ensure you are not under the influence of alcohol or drugs and refrain from smoking on any BOQ premises and comply with all relevant laws and regulations relating to smoking in public places;

• Comply with any legal requirements which regulate the working environment and public areas of BOQ’s premises; and

• Ensure behaviours do not jeopardise the health, safety and wellbeing of the BOQ’s customers, employees or anyone else who enters the Groups premises.

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PUBLIC DISCUSSIONS WITH MEDIA

The Corporate Affairs team are responsible for media relations. All public statements must be made in accordance with the BOQ External Communications Policy.

REFERENCE CHECKS

Managers are not permitted to provide a written reference for either current or ex-employees on behalf of BOQ. Any such requests must be referred to the People & Culture team who are authorised to provide a written Statement of Service. Managers may provide a verbal reference for a current or ex-employee who is/was their direct report, with the prior approval of their direct manager or People & Culture and on the proviso that this is in a personal capacity and not representing BOQ.

The following policies and standards further set out BOQ’s expectations in

relation to how we treat others, ensure WHS and communicate professionally:

• Harassment, Discrimination & Bullying Standard• Diversity Policy • Performance Management Standard• People Management Policy• WHS Policy• Injury Management Policy • Employee Use of Social Media Policy• Acceptable Use Policy• External Communications Policy

SOCIAL MEDIA We encourage our people to make appropriate use of social media, however while doing so, it is a requirement to act lawfully and be transparent, responsible and respectful of BOQ, our customers, your colleagues and everyone you interact with online. You must also not post material on behalf of BOQ if you are not authorized to do so.

COMMUNICATION BOQ expects its people to utilise the facilities provided to them in the correct manner. This is especially relevant to our computer, telephone and network systems. We must never use these systems to communicate, view or distribute inappropriate, abusive, discriminatory comments or sexually explicit or offensive material. If you receive such information you should delete it, advise your manager and notify the sender to stop sending such material.

You should also ensure your login details are not shared with anyone, as you are responsible for all actions taken under your login account.

All employees should be aware that BOQ conducts continuous surveillance by accessing and monitoring BOQ Information Systems on an ongoing basis. As such there should be no expectation of privacy regarding the use of BOQ Information Systems.

It is also unacceptable to distribute or copy unauthorised business information, including personal and market information.

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WE IDENTIFY AND MANAGE CONFLICTS OF INTEREST

BOQ’s commercial interests and an employee’s personal interests must never conflict with the ability to make sound and objective business decisions. Through acting with honesty and integrity you should never put yourself in a situation that puts, or appears to put, your own interests before those of BOQ or our customers.

It is also important to recognise that the perception of a conflict of interest can do as much damage to BOQ’s reputation as an actual conflict of interest. As such, you must be mindful of what may be perceived by others to be a conflict of interest and take action to avoid or address the risk.

Some of the ways in which to avoid conflicts of interest include:

Use of BOQ Information

• Ensure any confidential information obtained during your employment or appointment with BOQ (regardless whether this information is publicly available) is not used for personal gain or for the benefit of others, this includes not emailing such information to personal email accounts;

• Understand and comply with BOQ’s Securities Trading Policy, which prohibits directly or indirectly, communicating price sensitive information about BOQ’s products to anyone likely to deal or trade in those products.

Positions of Conflict of Interest in BOQ Matters

• Avoid situations where personal relationships with customers or third parties interfere with your duties at BOQ, such as managing any customer or stakeholder relationships where you have an interest or potential to obtain a personal benefit from the relationship;

• Declare any personal relationships in the workplace which may result in more or less favourable treatment being given or received as a consequence of that relationship;

• Avoid employment with, or entering into any business arrangement or transaction with or involving, a customer of BOQ without the prior approval of your manager;

• Avoid from knowingly causing or directing BOQ to acquire goods or services from vendors or organisations in which you have an interest or under arrangements in which you will either directly or indirectly obtain a personal benefit or gain;

• Only prepare BOQ’s security or other BOQ legal documents for customers or any other person in the course of your normal duties;

• Ensure you disclose to your manager and where necessary Group Compliance, Security and Business Resilience, any actual, perceived or material conflict of interests you have in BOQ or in BOQ’s customers’ contracts, transactions or other commercial arrangements immediately upon becoming aware of the interest.

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Acceptance of Gifts

• Never accept any gifts, money, donations or favours which may influence your business judgment and ensure you disclose any gift (non-monetary) or invitations you receive in the course of your employment to your manager who will determine whether or not it is appropriate for you to accept the gift;

• Under no circumstances will you accept, offer or promise a bribe or unlawful inducement to anyone;

• Ensure you declare any gifts, donations or excessive or inappropriate entertainment received from any source, where the market value of the gift is equal to or exceeds $200 or where the cumulative total of gifts received from any one source exceeds $500 in any calendar year. If you are unsure of the value of the gift received or unsure of whether there is a need to make a declaration you must contact People & Culture. People & Culture maintain the Gift Register and a report is provided to the Ethics Committee quarterly.

Non-Work Related Activities

• Ensure you do not participate in any activities, enter into any arrangement, or accept any employment with another business, outside your employment with BOQ that could have an adverse impact on your ability to carry out your responsibilities and duties to BOQ, or cause a conflict of interest, or conflict with BOQ’s corporate image or business activities;

• Do not become or act as an executor, administrator, trustee or attorney for any BOQ customer who is not a member of your immediate family without BOQ’s consent (such consent is not to be unreasonably withheld);

• If you are nominating or running for any government office (whether it is local, State or Federal government), you are required to disclose this to your manager and People & Culture.

Directors, Officers and Responsible Persons

• Will perform their duties to BOQ in accordance with all their legal duties as directors, officers or responsible persons of a public company and in accordance with BOQ’s Fit and Proper Policy;

• Such persons will comply with their duty of confidence to BOQ and, in particular, will not give any confidential information about BOQ, its customers, employees or operations to third parties except as authorised in the course of their duties or with the consent of BOQ and will avoid conflicts of interests through disclosing interests which may affect their duties;

• Directors, officers and responsible persons of BOQ will comply with the requirements relating to Background Checks and Responsible Persons as directed and will commit to the corporate governance principles in the Board Charter and disclose all material interests and comply with all legal obligations in respect of related party transactions.

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Employee Personal Banking

• You will not process, transact or view your own banking accounts using the Bank’s systems, except through BOQ’s customer platforms such as telephone banking, internet or mobile banking or ATMs, and ensure you do not approve, process, transact on or view family members’ accounts or customer profiles.

• You will conduct your personal finances in an exemplary manner and will report any change to your personal financial situation which may adversely impact your status as a fit and proper person as defined by the BOQ Employee Due Diligence Policy, to your Manager and/or People & Culture as soon as you become aware of it.

• Personally operating on BOQ accounts of public bodies, churches, societies, clubs etc. is only permissible if the account requires joint signatures with other office bearer(s);

• You will not borrow money from or lend money on your own behalf to a BOQ customer in any circumstance or fellow BOQ employee without the consent of your manager.

• Branch employees are to stand on the other side of the counter (as a customer would) and have all their personal transactions processed by another staff member;

• Non-branch employees are to have all transactions processed through a Branch like a normal customer (this also applies to banking done by employees for members of their family). Personal banking is not to be processed through Banking Operations – External Processing and will not be accepted by a Branch on office entry debits and credits. All transactions are to be on Branch stationery.

The following policies further set out BOQ’s expectations in relation to Conflicts of Interest:

• Staff Financial Benefits – Staff Package Policy;

• Conflicts of Interest Policy;

• Conflict of Interest Standard;

• Securities Trading Policy;

• Employee Due Diligence Policy;

• Fit and Proper Policy;

• Board Charter Bank of Queensland Limited.

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WE RESPECT AND MAINTAIN PRIVACY, CONFIDENTIALITY AND DISCLOSURE

BOQ respects the privacy of our people, customers and stakeholders. We are committed to complying with our legal obligations to ensure that personal information is handled appropriately. Confidential information means any information or material (not generally available to the public) generated, collected or used by BOQ which relates to its business affairs, products, research and development activities, customers, employees and third party relationships.

Confidential information may come in various forms including computer systems software files, customer names or details, BOQ manuals, policies, procedures or instructions. Employees will comply with laws which govern the use and disclosure of information BOQ collects or holds about individuals or other entities, whether confidential or not.

Some of the ways to contribute to the management of confidential information include:

• Protect any confidential information from unauthorised access, use or disclosure or loss;

• Only share confidential information with other BOQ employees if authorised to do so for work-related purposes and on a “need to know” basis;

• Only disclose confidential information outside BOQ if authorised to do so and in accordance with BOQ’s policies and procedures or if required by law;

• Not disclose confidential information given to BOQ for any personal gain or for the gain of others such as friends, relatives or business associates;

• Follow the Acceptable Use Policy, Privacy Policy and report breaches either internally through your manager or People & Culture, or through the confidential Whistleblower hotline.

The following policies further set out BOQ’s expectations and conduct standards and requirements in

relation to Confidentiality:

• Privacy Policy;

• Whistleblower Policy; and

• Acceptable Use Policy.

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WE COMPLY WITH LEGAL OBLIGATIONS AND INTERNAL STANDARDS

You must be familiar and comply with all legislation, regulatory policy statements, standards, instructions, compliance obligations, industry codes of practice and organisational standards, policies and procedures applicable to your role and the BOQ Group (“Requirements”). Breaches of laws, regulations and licences may result in significant penalties. You are also expected to comply with BOQ’s internal policies and standards, which detail our commitments which guide our approach to operating a responsible business.

BOQ has mandatory compliance procedures and training in place to ensure all stakeholders are protected. It is important that you report any suspected, potential or actual non-compliance to your manager, Group Compliance Team or the Whistleblower hotline.

Some of the ways in which you are expected to comply with the Requirements include:

• Ensure you become familiar with and understand the requirements which apply to your role;

• Perform your role in a way which ensures that you meet all BOQ’s Requirements impacting your role;

• Ensure you complete all compliance training programs and assessment modules relevant to your role by the due date;

• Only act within your authority and ensure that you do not omit to do anything which may breach the Requirements;

• Become familiar with how to promptly recognise and monitor your business area for breaches and report such breaches as soon as you become aware of them through notifying your manager or the Compliance Team;

• If there is an investigation into an actual or potential breach or requirements, ensure you co-operate fully with the team investigation and provide any persons or subject matter experts assisting with information in a complete, accurate, fair, comprehensible and timely manner, as required.

Breach of any role requirements may have serious consequences and people leaders must ensure their employees are aware of and have met their compliance requirements. People leaders must ensure that any non-compliance is addressed in a timely manner, as failure to appropriately manage this may adversely impact their own role requirements.

The following key policies further set out BOQ’s expectations in relation to Legal Obligations:

• People Management Policy;

• Performance Management Standard;

• Securities Trading Policy;

• Financial Crimes Policy; and

• Legal Engagement Policy.

Please note that this list is not exhaustive.

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WE IMMEDIATELY DEAL WITH AND REPORT SUSPECTED BREACHES OF THE CODE, THE LAW OR BOQ POLICES & STANDARDS

BOQ’s Code of Conduct does not cover every situation you may encounter while working at BOQ. Suspected breaches of our Code of Conduct may be investigated and supported by relevant specialist areas.

Where the investigation reveals a breach, the matter will be assessed before appropriate action can be determined and taken. Such action may range from training, coaching and counselling, through to a formal warnings or termination of employment. Any breaches may also impact your performance review and any incentive payment.

We thank you for doing your part to make BOQ a great place to work, with high standards. Together, we can become Australia’s Most Loved Bank.

Bank of Queensland Limited ABN 32 009 656 740 (BOQ).