Bank of Queensland Limited ABN 32 009 656 740

259 Queen Street, Brisbane 4000 GPO Box 898, Brisbane 4001

Telephone (07) 3212 3333 Facsimile (07) 3212 3409

www.boq.com.au

ASX ANNOUNCEMENT

Legal\108193476.2

Thursday, 11 December 2008

Share Purchase Plan offer and disclosure notice

Earlier today Bank of Queensland Limited (BOQ) announced its offer to eligible shareholders to apply for up to $10,000 worth of ordinary shares under the Bank of Queensland Share Purchase Plan (Plan). Attached is a copy of the Plan offer document and pro forma application form that will be mailed to shareholders. The offer of new shares under the Plan is made in accordance with an instrument of relief granted to BOQ which is based on ASIC Class Order 02/831. The ASIC relief requires BOQ to issue the following notice that complies with the requirements of section 708A of the Corporations Act (Cth) 2001 (Act): BOQ gives notice under section 708A(5)(e) of the Corporations Act to confirm that: 1. the Bank issues the new shares without disclosure to investors under Part 6D.2 of the

Act;

2. as at the date of this notice BOQ has complied with:

(a) the provisions of Chapter 2M of the Act as they apply to BOQ; and

(b) section 674 of the Act; and

3. as at the date of this notice there is no excluded information (as defined in subsections 708A(7) and (8)) which is required to be disclosed by BOQ.

For more information please contact: Ram Kangatharan Chief Financial Officer

Ph: 07 3212 3373 Mob: 0447 068 881 Email: ram.kangatharan@boq.com.au

Caroline Dunworth Head of Corporate Affairs

Ph: 07 3212 3081 Mobile: 0408 710 232 Email: caroline.dunworth@boq.com.au

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S H A R E P U R C H A S E

P L A N O F F E R

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A L e t t e r f r o m t h e c h A I r m A n

15 december 2008 dear Shareholder,

I am pleased to invite you to participate in an important initiative for Bank of Queensland shareholders, the Share Purchase Plan (‘Plan’) offer 2008.

this offer is part of the Bank’s continuing plan to actively and effectively manage its capital base and to fund future growth.

Participating in this offer will allow you to increase your BOQ shareholding at a discount to the average market price and without paying any brokerage or other charges.

the issue price per share will be the lesser of:

(a) a significant 7.5% discount to the Volume Weighted Average Price over the 5 business days1 before and including the closing date for the offer on which shares are traded; and

(b) $10.08, being the approximate price at which shares were issued under the Bank’s recent dividend reinvestment Plan issue and partial underwriting2.

Accordingly, you will pay no more than $10.08 per share.

full details of this Share Purchase Plan and how to participate are contained in the documents accompanying this letter:

➢ the Offer Document – which sets out the terms and conditions of the Plan offer;

➢ an Application Form – for you to complete and return if you wish to participate. You may also apply for shares under the Plan offer by paying your application money via BPAY®. If you use BPAY® to pay for new shares, you do not need to return the Application form3.

Please note that if you wish to participate in the offer, you must apply by friday, 23 January 2009. Before investing, we suggest that you consider contacting your financial advisor.

I hope you are able to take advantage of this opportunity to acquire more shares in BoQ at a discount to the average market price.

I would like to thank you for your continued support and loyalty, and to assure you that our focus remains on enhancing shareholder value.

Neil Summerson chairman

1 ‘Business day’ has the same meaning as in the ASX Listing rules. 2 the price of $10.08 has been rounded down from the dividend reinvestment Plan price of $10.0882. 3 new Zealand shareholders cannot use BPAY® to apply for new shares.

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15 december 2008 dear ShareholderAs part of our commitment to actively manage the Bank’s capital base and in response to retail investor interest in participating in Bank of Queensland capital raisings, the Bank is pleased to provide details of its new Share Purchase Plan offer.the Bank of Queensland Share Purchase Plan (the ‘Plan’) gives you the opportunity to acquire up to $10,000 worth of ordinary shares in Bank of Queensland (‘new shares’) at an issue price discounted to the average market price on the Australian Securities exchange (‘ASX’). no brokerage or other charges will apply to shares acquired under this Plan.funds raised will further strengthen the Bank’s capital position and enable it to take advantage of future growth opportunities.this offer document sets out the terms and conditions of the offer under the Plan. Bank of Queensland has appointed ABn Amro morgans Limited as Lead manager to the Plan offer.How to Apply and Closing Date Applications to acquire new shares under the Plan must be made in one of the following two ways:• Complete and return the Application Form which accompanies this Offer Document together with your cheque,

bank draft or money order for the correct amount. Application forms and payment for new shares must be received by the share registry by 5.00pm (Brisbane time) on 23 January 2009; or

• Submit your payment for new shares via BPAY® by using the personalised reference number shown on your Application form which is required to identify your holding. If you use BPAY® to pay for new shares, you do not need to return the Application form. Payment must be received by 5.00pm (Brisbane time) on 23 January 2009. You must take into account the cut off times your financial institution has in advance of this closing date and time. new Zealand based shareholders cannot apply using BPAY®.

there are a number of different application amounts from which you can choose starting with the minimum application amount of $1,0001 up to the maximum application amount of $10,000, as follows:

$1,000 worth of new shares

$3,000 worth of new shares

$5,000 worth of new shares

$7,000 worth of new shares

$10,000 worth of new shares

Applications may only be made for parcels of new shares in these amounts.By applying for new shares under the Plan, you will have agreed to be bound by the terms and conditions set out in this offer document.Participation Participation in the Plan is open to all shareholders registered as holders of ordinary shares of Bank of Queensland at 7.00pm (Sydney time) on 10 December 2008 and whose address in Bank of Queensland’s share register is in Australia or new Zealand.the Board of Bank of Queensland has determined it is either not lawful or not practical for shareholders in other jurisdictions to participate in the Plan.Participation is entirely at the option of shareholders.offers made under the Plan are not renounceable. This means that only the shareholder whose name is recorded on the register of shareholders may accept the offer under the Plan. Shareholders cannot transfer their right to acquire new shares under this offer to another person.each registered shareholder may only participate in the offer up to the maximum limit of $10,000, even if the shareholder has more than one registered holding.If you are recorded with one or more other persons as the joint holder of a holding of shares, that joint holding is considered to be a single registered holding for the purpose of the Plan, and the joint holders are entitled to participate in the Plan in respect of that single holding. If the same joint holders receive more than one offer under the Plan due to multiple identical holdings, those joint holders may only apply for one maximum parcel of shares.If you are a joint holder and you also have a separate holding in your individual name, you may only apply for one maximum parcel of $10,000 worth of shares in aggregate between your joint and individual holdings.

o f f e r d o c u m e n t

1All references to currency are to Australian dollars.

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2 ‘Business day’ has the same meaning as in the ASX Listing rules.

3 the price of $10.08 has been rounded down from the dividend reinvestment Plan issue price of $10.0882.

Where a trustee or nominee is a registered holder of shares and is expressly noted on the register as holding shares on account of a named beneficiary, the named beneficiary will be taken to be the registered holder of those shares. An application or certification by, or issue to, the trustee or nominee will be taken to be an application or certification by, or an issue to, the named beneficiary.If you have more than one registered holding and you hold shares in one or more of those holdings as trustee or nominee for a named beneficiary, you may apply once on behalf of each named beneficiary.Some examples of eligibility are given at the end of this offer document.The Application Form includes a certification by the applicant, which is required by law, that the amount subscribed under this offer, together with amounts subscribed in any similar plan offer by Bank of Queensland in the last 12 months by the applicant, does not exceed $10,000.Each applicant who applies in accordance with these terms and conditions should be able to make the certification because 12 months has elapsed since the Bank’s last Share Purchase Plan offer.Bank of Queensland reserves the right to reject any application at its discretion, including but not limited to where the maximum application limit or any other term of the Plan has not been complied with.Any shareholders who hold shares on behalf of persons who are ‘US persons’ (as defined in Regulation S under the US Securities Act of 1933) or who act for the account or benefit of a US person are not entitled to participate in the Plan.Pricing the price per share for each new share issued under this offer (‘issue price’) is an amount equal to the lesser of: (a) the Volume Weighted Average Price (‘VWAP’) over the 5 business days2 before and including the closing date

for the offer on which shares are traded less a discount of 7.5%; and(b) $10.08, being the VWAP over the period 17 to 21 November 2008 less a 2.5% discount, which is the

approximate price at which shares were issued under the recent dividend reinvestment Plan issue and partial underwriting3.

We will announce the final issue price to the ASX as soon as it is able to be calculated.the number of new shares to be issued to each applicant will be calculated by dividing the amount subscribed by you by the issue price. fractions will be rounded up to the nearest whole share.the market price of shares in Bank of Queensland may rise or fall between the date of this offer and the date that new shares are issued to you. this means that the number of new shares you receive may be more or less than the number you might calculate using the market price of the shares on the date you decide to apply. Shareholders should be aware that the issue price will not be more than the maximum price of $10.08.We recommend that you obtain your own financial advice in relation to this offer and consider price movements of shares in Bank of Queensland before accepting this offer.Allocation of shares there is no minimum or maximum amount to be raised under this offer. the Board may decide to issue to any person fewer new shares than that person applied for under the Plan. this may be by way of a scale back mechanism, the details of which will be announced if necessary. the Board will not issue new shares to an applicant if the issue of those shares, either alone or in conjunction with the issue of shares under other applications received by Bank of Queensland, would contravene any law or the Listing rules of the ASX.the Board of Bank of Queensland reserves the right at its discretion to cancel the Plan at any time up to the time of issue of new shares under the Plan, or to extend the closing date.If the Plan is cancelled or Bank of Queensland issues a lesser number of new shares than a shareholder applied for, application money received from shareholders not applied in subscribing for new shares will be returned to the applying shareholder/s, without interest, by way of cheque sent to their registered address. Any interest received on application money may be retained by Bank of Queensland whether or not new shares are issued under the Plan.Issue of new shares New shares are expected to be issued by 2 February 2009. Allotment confirmations setting out the number of new shares allocated to you are expected to be despatched on or about 5 february 2009.

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o f f e r d o c u m e n t c o n t .

new shares issued under the Plan will rank equally in all respects with all other fully paid ordinary shares in Bank of Queensland on the date of issue.Bank of Queensland will, promptly after issue of new shares under this Plan, make application for the new shares to be listed for quotation on the ASX. the new shares are expected to commence quotation on the ASX on 6 february 2009.Costs of Participation no brokerage, commissions or other transaction costs will be payable by participants in respect of the application for, and issue of, new shares under the Plan.Disputes Bank of Queensland may settle in any manner it thinks fit, any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the Plan, whether generally or in relation to any participant or application, and the decision of Bank of Queensland will be conclusive and binding on all participants and other persons to whom the determination relates.Bank of Queensland reserves the right to waive strict compliance with any provision of these terms and conditions. the powers of Bank of Queensland under these conditions may be exercised by the directors or any delegate of the directors.ASIC Relief this offer of new shares under the Plan is made in accordance with an instrument of relief granted to Bank of Queensland which is based on ASIc class order 02/831. that instrument grants relief from the requirement to prepare a prospectus for the offer of new shares under the Plan.If you have any enquiries concerning the offer please contact your financial advisor or ABN AMRO Morgans on 134 226 (refer to www.abnamromorgans.com.au for the nearest office) or Bank of Queensland’s share registry (Computershare Investor Services Pty Limited) on 1800 779 639 within Australia or +61 3 9615 5970 for New Zealand callers.Examples of permitted applications

Registered Name recorded in Share Register Who can apply for new shares Maximum dollar value of

new shares application

Jane citizen Jane citizen$10,000 in aggregatemichael citizen and

Jane citizen michael citizen and Jane citizen, jointly

michael citizen as trustee for mary citizen michael citizen as trustee for mary citizen $10,000

ABc Pty Ltd as trustee for citizen Super fund

ABc Pty Ltd as trustee for citizen Super fund $10,000

ABc Pty Ltd as trustee for Jane citizen

ABc Pty Ltd may not apply for shares if Jane citizen or michael and Jane citizen have already applied for the maximum new shares

nil

XYZ nominees Ltd (client Account) XYZ nominees Ltd (client Account) $10,000

XYZ nominees Ltd as trustee for XYZ Investment fund

XYZ nominees Ltd as trustee for XYZ Investment fund $10,000

XYZ nominees Ltd

XYZ nominees Ltd may apply in its own name (unless the Share register expressly notes a client Account and XYZ nominees Ltd has applied for its client Account holding - see above)

$10,000

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Australian Business and Company Numbers

ABn 32 009 656 740 Acn 009 656 740

Registered Office

Bank of Queensland Limited Level 17, BoQ centre 259 Queen Street Brisbane Qld 4000

telephone: (07) 3212 3333 facsimile: (07) 3212 3399

Website: www.boq.com.au

Investor relations: (07) 3212 3463

customer Service: 1300 55 72 72

Auditors

KPmG riparian Plaza Level 16, 71 eagle Street Brisbane Qld 4000

Share Registry

computershare Investor Services Pty Ltd Level 19, cPA Building 307 Queen Street Brisbane Qld 4000

telephone: 1800 779 639 facsimile: (07) 3237 2152

E-Communication

register now to receive Annual reports, dividend advices and other company information from Bank of Queensland by email. By registering for this free service, you can receive significant company announcements as they happen. furthermore, by reducing printing, there are significant cost savings for the Bank and you are helping to save the Australian environment.

to register please call 1800 779 639.

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Entitlement Number:Record Date: 10 December 2008Offer Closes: 5.00pm (Brisbane Time) 23 January 2009

Share PurchaSe Plan aPPlication Form

This personalised form can only be used in relation to the securityholding represented by the SRN or HIN printed above. This is an important document and requires your immediate attention. If you are in doubt about how to deal with this document, please consult your financial or other professional adviser.Pursuant to the terms and conditions of the Bank of Queensland Share Purchase Plan (SPP) contained in the letter to Bank of Queensland securityholders dated 15 December 2008, Bank of Queensland is offering eligible securityholders the opportunity to purchase ordinary shares up to a maximum value of A$10,000.00 per eligible securityholder, subject to a minimum application of A$1,000.00.

If you do not wish to purchase additional shares under this Offer there is no need to take action.By making your payment, you agree to be bound by the Constitution of Bank of Queensland and agree that the submission of this payment constitutes an irrevocable offer to you by Bank of Queensland to subscribe for Bank of Queensland ordinary shares on the terms of the SPP. In addition, by submitting the slip below or making payment, you certify that the aggregate of the application price paid by you for:

the ordinary shares the subject of the slip below; and

any other ordinary shares and interests in the class applied for by you under the Share Purchase Plan or any similar arrangement in the 12 months prior to the date of submission of the slip below does not exceed A$10,000.00.

METHOD OF ACCEPTANCEYou can apply for shares and make your payment utilising one of the payment options detailed overleaf.

Bank of Queensland may make determinations in any manner it thinks fit, in relation to any difficulties, anomalies or disputes which may arise in connection with or by reason of the operation of the SPP whether generally or in relation to any participant or application. Any determinations by Bank of Queensland will be conclusive and binding on all eligible securityholders and other persons to whom the determination relates. Bank of Queensland reserves the right to waive strict compliance with provision of the terms and conditions of the SPP, to amend or vary those terms and conditions and to suspend or terminate the SPP at any time. Any such amendment, variation, suspension or termination will be binding on all eligible securityholders even where Bank of Queensland does not notify you of that event.

A$1,000 in value of Shares

A$3,000 in value of Shares

A$5,000 in value of Shares

A$7,000 in value of Shares

A$10,000 in value of Shares

I/We wish to purchase:

or or or or

Please return completed form to:Computershare Investor Services Pty Limited

GPO Box 5240 BrisbaneQLD 4001 Australia

Enquiries (within Australia) 1800 779 639(outside Australia) 61 3 9615 5970

S P R BB O Q

Payment Details – Please note that funds are unable to be directly debited from your bank accountBSB number Account numberDrawer Cheque amount

A$Cheque number

Paperclipcheque(s)

here. Do not staple.

Make your cheque, bank draft or money order payable to “Bank of Queensland - SPP Account”Contact DetailsPlease provide your contact details in case we need to speak to you about this slipName of contact person Contact person’s daytime telephone number

( )

Please see overleaf for Payment Options Biller Code:Ref No:

▼ PLEASE DETACH HERE ▼024423 - V3

i 1234567890 I N D

Securityholder Reference Number (SRN)

000001000 1301011221012102012221332120133322113SAM

MR JOHN SAMPLEFLAT 123SAMPLE STREET SAMPLE STREETSAMPLE STREETSAMPLETOWN VIC 3030

312371 123412341234123412

*I1234567890*

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How to accept the Share Purchase PlanPayment DetailsYou can apply for shares by utilising the payment options detailed below. There is no requirement to return the slip below if you are paying by electronic means.By making your payment using either electronic means or by cheque, bank draft or money order, you confirm that you agree to all of the terms and conditions of the Share Purchase Plan as enclosed with this Application Form.Your cheque, bank draft or money order should be made payable to “Bank of Queensland - SPP Account” in Australian currency and crossed Not Negotiable. Your cheque or bank draft must be drawn on an Australian branch of a financial institution. Please ensure you submit the correct amount. Incorrect payments may result in your application being rejected. Complete cheque details in the boxes provided. Please note that funds are unable to be directly debited from your bank account.If paying by cheque, return the slip below and Cheque, Bank Draft or money order in the envelope provided.Cheques will be processed on the day of receipt and as such, sufficient cleared funds must be held in your account as cheques returned unpaid may not be re-presented and may result in your Application being rejected. Paperclip (do not staple) your cheque(s) to the Share Purchase Plan Application Form where indicated. Cash will not be accepted. A receipt for payment will not be forwarded.

Contact DetailsEnter the name of a contact person and telephone number. These details will only be used in the event that the registry has a query regarding the slip below.

Lodgement of ApplicationIf you are applying for Shares and your payment is being made electronically by BPAY®, you do not need to return this Application Form. Your payment must be received by no later than 5.00pm (Brisbane Time) Friday, 23 January 2009. Applicants should be aware that their own financial institution may implement earlier cut off times with regards to electronic payment, and should therefore take this into consideration when making payment. It is the responsibility of the applicant to ensure that funds submitted through BPAY are received by this time.If you are paying by cheque, bank draft or money order, your Application Form must be received by Computershare Investor Services Pty Limited (CIS) by no later than 5.00pm (Brisbane Time) Friday, 23 January 2009. You should allow sufficient time for this to occur. A reply paid envelope is enclosed for securityholders in Australia. New Zealand holders will need to affix the appropriate postage. Return your Application Form with cheque, bank draft or money order attached.Neither CIS nor Bank of Queensland accepts any responsibility if you lodge the Application Form at any other address or by any other means.

Privacy StatementPersonal information is collected on this Application Form by CIS, as registrar for securities issuers (“the issuer”), for the purpose of maintaining registers of securityholders, facilitating distribution payments and other corporate actions and communications. Your personal information may be disclosed to our related bodies corporate, to external service companies such as print or mail service providers, or as otherwise required or permitted by law. If you would like details of your personal information held by CIS, or you would like to correct information that is inaccurate, incorrect or out of date, please contact CIS. In accordance with the Corporations Act 2001, you may be sent material (including marketing material) approved by the issuer in addition to general corporate communications. You may elect not to receive marketing material by contacting CIS. You can contact CIS using the details provided on the front of this Application Form or E-mail privacy@computershare.com.au

If you have any enquiries concerning this Application Form or your entitlement, please contact CIS on 1800 779 639.This Application Form may not be used to notify your change of address. For information, please contact CIS on 1800 779 639 or visit www.computershare.com (certificated/issuer sponsored holders only).

CHESS holders must contact their Controlling Participant to notify a change of address

By MailBank of Queensland LimitedComputershare Investor Services Pty LimitedGPO Box 5240Brisbane, QLD 4001AUSTRALIA

Payment Options:Biller Code:Ref No:

Telephone & Internet Banking – BPAY

Call your bank, credit union or building society to make this payment from your cheque or savings account. More info: www.bpay.com.au

024423 - V2

SAMPLE CUSTOMERSAMPLE STREETSAMPLE STREETSAMPLE STREETSAMPLE STREETSAMPLETOWN TAS 7000

Entitlement Number: <xxxxxxxxxx>*I1234567890*

312371 123412341234123412

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